Common use of Shelf Registration Clause in Contracts

Shelf Registration. If, (i) the Company is not required to file the Exchange Offer Registration Statement nor permitted to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or an Affiliate (it being understood that, for purposes of this Section 4, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Period.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 210 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The (i) To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3, such day being a “Filing Deadline”), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on within 180 days after so requested or prior required pursuant to 220 days this Section 3 (plus any additional days allowed as a result of a Commission Delay Periodsuch day being an “Effectiveness Deadline”) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Period.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company is determines upon advice of its outside counsel that it and the Issuer are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 2 hereof, or (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 135 days after the Closing Date or available for such resales the Registered Exchange Offer is not consummated within 165 days after the Closing Date, or (Ciii) it the Purchaser so requests with respect to Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the event that the Purchaser participates in any Registered Exchange Offer, the Purchaser does not receive freely tradable New Securities, or (iv) any Holder (other than the Purchaser) is a broker-dealer and owns Notes acquired directly from not eligible to participate in the Company Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Securities in exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Issuer within the meaning of the Act (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial the Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement (such Securities or New Securities, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as "Registration Securities"); providedPROVIDED, howeverHOWEVER, that that, with respect to Exchange Notes New Securities received by an Initial the Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Issuer and the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Issuer and the Company shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Period.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Company Commission's staff, any of the Issuer or the Guarantors determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies Consummated within 30 Business Days from the Company in writing within 10 business days of the filing and effectiveness under the Act of date the Exchange Offer Registration Statement that becomes effective (Aor, if such 30th day is not a Business Day, by the first Business Day thereafter), or (iii) the Initial Purchaser so requests with respect to Registrable Notes held by it is prohibited by law or Commission policy as a result of the purchase of such Registrable Note directly from participating in the Issuer and the Guarantors following Consummation of the Registered Exchange Offer, (B) it may Offer and the Initial Purchaser is not resell the eligible to receive Exchange Notes acquired by it pursuant to the Registered Exchange Offer in respect of such Registrable Securities, or (iv) any Holder (other than the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer to or the public without delivering a prospectus, Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Act and the prospectus delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales alternative, or (Cv) it is a broker-dealer and owns in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Exchange Notes acquired directly from pursuant to Section 2(g) hereof, the Company or Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Registrable Notes shall result in such Exchange Notes being not "freely tradeabletradable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeabletradable"), the following provisions shall apply: (a) The Company Issuer and the Guarantors shall as promptly as practicableprepare, and not later than 75 days following the Shelf Registration Trigger Date (or, if such 75th day is not a Business Day, by the first Business Day thereafter), shall file with the Commission and thereafter thereafter, but not later than 135 days following the Shelf Registration Trigger Date (or, if such 135th day is not a Business Day, by the first Business Day thereafter), shall use its their best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Registrable Notes by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; , provided, however, that with respect to Exchange Notes received by an the Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company Issuer and the Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company Issuer and the Guarantors shall use its their best efforts to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period until the earliest of two years from (i) the second anniversary of the date on which the filing of a Shelf Registration statement is declared effective Statement was required or requested pursuant to this Section 3, (ii) the date on which the Registrable Notes may be sold pursuant to Rule 144(k) (or any successor provision) promulgated by the Commission under the Act and (or until one year after iii) such effective date if such Shelf Registration Statement is filed at the request as of an Initial Purchaser) or such shorter period that will terminate when (i) which all the Transfer Restricted Securities covered by the Shelf Registration Statement Registrable Notes have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company Issuer and the Guarantors shall be deemed not to have used its their best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities Registrable Notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is (x) required by applicable lawlaw or (y) pursuant to Section 3(c) hereof, and, in either case, so long as the Issuer or the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (iic) such action is taken by The Issuer and the Company Guarantors may suspend the use of the Prospectus for a period not to exceed 30 days in good faith and any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons reasons, to be determined by the Issuer and the Guarantors in their sole reasonable judgment (not including avoidance of the Company's their obligations hereunder), including including, without limitation, the acquisition or divestiture of assets, so long as public filings with the Company Commission, pending corporate developments and similar events; provided that the Issuer and the Guarantors promptly thereafter complies comply with the requirements of Section 5(j5(k) hereof, if applicable applicable. (d) No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or (iii) Prospectus or preliminary Prospectus included therein. No Holder of Registrable Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such action is taken because of any fact or circumstance giving rise Holder shall have used its best efforts to a Supplement Delay Period.provide all such reasonably requested

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate is not declared effective by the Registered Exchange Offer because Commission under the Act within 180 days of the date of the original issuance of the Securities or the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business days 45 Business Days of the filing and date of the effectiveness under the Act of the Exchange Offer Registration Statement Statement; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (Aiv) it any Holder (other than an Initial Purchaser) is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, (B) it may not resell or in the Exchange Notes acquired by it case of any Holder that participates in the Registered Exchange Offer to Offer, does not receive freely tradable New Securities in the public without delivering Registered Exchange Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a prospectus, and participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales New Securities being not "freely tradable"); or (Cv) it is a broker-dealer and owns Notes acquired directly from in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment, other than by reason of such Holder being an Affiliate of the Company or an Affiliate (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall not result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement in accordance with Rule 415 under the Act relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period") or (ii) are eligible for resale under Rule 144(k). The Company and the Guarantors shall be deemed not to have used its their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantors' obligations hereunder), including the acquisition or divestiture of assetsassets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter complies comply with the requirements of Section 5(j5(k) hereof, if applicable or applicable. (iii) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 270 days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or them following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of the Initial Purchasers that participate in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained an Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable, practicable use their reasonable best efforts to file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on or prior to 220 within 270 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesClosing Date, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuers and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is law or otherwise taken by the Company Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of assets and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 210 days of the date hereof; (iii) any Initial Purchaser so requests, within 20 days after the consumation of the Registered Exchange Offer, with respect to Notes that are not eligible to be exchanged for New Notes in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities (other than an Initial Purchaser) who notifies the Company in writing within 10 business 20 days after the consummation of the filing and effectiveness under the Act of the Registered Exchange Offer Registration Statement that (A) it is prohibited by law not eligible to participate in the Registered Exchange Offer; or Commission policy from participating (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer, (B) it may such Initial Purchaser does not resell the Exchange receive freely tradeable New Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange New Notes acquired in exchange for such Notes shall result in such Exchange New Notes being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "freely tradeable"), the following provisions Company and the Guarantor shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantor shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Securities Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the New Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange New Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantor may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company and the Guarantor shall use its their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantor shall be deemed not to have used its their best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantor's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter complies comply with the requirements of Section 5(j4(k) hereof, if applicable or applicable. (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, If (i) on or prior to the Company is not required to file the Exchange Offer Registration Statement nor permitted to Consummate the Registered Exchange Offer because time the Registered Exchange Offer is consummated, existing Commission interpretations are changed such that the Exchange Securities received by Holders are not permitted or would not in general be, upon receipt, freely transferable by applicable law or Commission policy or each such Holder under the Securities Act, (ii) the Registered Exchange Offer has not been completed within 365 days following the Completion Date, (iii) any Initial Purchaser so requests with respect to Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder of Transfer Restricted Securities notifies (other than an Initial Purchaser) shall be, and shall notify the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is such Holder is, prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it or such Holder may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or by such Holder (C) it is a broker-dealer and owns Notes acquired directly from the Company or an Affiliate (it being understood thatother than, for purposes of this Section 4in either case, (x) due solely to the requirement that status of such Holder as an Initial Purchaser deliver a Prospectus containing affiliate of the information required by Items 507 and/or 508 Company within the meaning of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but or (y) due to such Holder’s inability to make the requirement that an Exchanging Dealer deliver a Prospectus representations set forth in connection with sales the second to last paragraph of Exchange Notes acquired Section 1 hereof) and any such Holder so requests, the Company shall in lieu of (or, in the case of clauses (iii) and (iv), in addition to) conducting the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall applycontemplated by Section 1: (a) The Company shall use its commercially reasonable efforts to file under the Securities Act as promptly as reasonably practicable, file with a “shelf” registration statement providing for the Commission registration of, and thereafter shall use its best efforts to cause to be declared effective under the Act sale on a continuous or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities delayed basis by the Holders from time of, all of the Initial Securities (or, in the case of clause (iii), the Initial Securities held by the Initial Purchasers, or, in the case of clause (iv), by the Holders referred to time in accordance with clause (iv), as the methods of distribution elected case may be), pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such Holders filing, the “Shelf Registration” and set forth in such registration statement, the “Shelf Registration Statement; provided, however, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.”); (b) The Company shall use its best commercially reasonable efforts (i) to keep cause the Shelf Registration Statement continuously to become effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from within 90 days after the date on which the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if obligation to file such Shelf Registration Statement is filed at arises and to use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for a period ending on the request earlier of an Initial Purchaser) 365 days following the effective date of such registration statement or such shorter period that will terminate when (i) all the Transfer Restricted Initial Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or, after the 90th day following the effectiveness of such Shelf Registration Statement, would be eligible for resale (iiif held by a non-affiliate of the Company) the date pursuant to Rule 144 without restriction on whichvolume or manner of sale, in the opinion of counsel if any; and (c) supplement or make amendments to the CompanyShelf Registration Statement, all of the Transfer Restricted Securities then held as and when required by the Holders may be sold rules, regulations or instructions applicable to the registration form used by the Company for such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period")Statement or by the Securities Act or rules and regulations thereunder for shelf registration. The Notwithstanding any other provisions of this Agreement to the contrary, the Company shall be deemed not to have used its best efforts to keep cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of its respective effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that perioddate, unless (i) such action is required by to comply in all material respects with the applicable law, requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) such action is taken by not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Company statements therein, in good faith and for valid business reasons (not including avoidance light of the Company's obligations hereunder)circumstances under which they were made, including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodnot misleading.

Shelf Registration. If, If (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2 hereof, or (ii) the Company is not required to file the Exchange Offer Registration Statement nor permitted to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy for any reason other than those specified in clause (i) above, or (iiiii) with respect to any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, or (B) it such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) it such Holder is a broker-dealer an Exchanging Dealer and owns holds Initial Notes acquired directly from the Company or an Affiliate one of its affiliates (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall shall, as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the Exchange Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement and Rule 415 under the Securities Act, howeverPROVIDED that, that with respect to Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Transfer Restricted Securities Initial Notes constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 120th calendar day after the obligation to file a Shelf Registration Statement under this Section 3 arises and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Initial Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (i) such action is required by applicable law, (ii) the Company complies with this Agreement or (iii) such action is taken by the Company or any Guarantors in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(m) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 330 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that the requirement that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall as promptly as practicablepracticable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on within 300 days after so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until (A) the second anniversary thereof or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company Issuers in good faith and for valid business reasons (not including avoidance of the Company's Issuers’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of mergers and combinations and similar events, and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable consummated within 210 days of the Closing Date; (iii) any Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer that (A) due to a change in law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the Exchange Notes New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Notes Registrable Securities acquired directly from the Company or an Affiliate affiliate of the Company; or (iv) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions shall apply:Issuer and the Guarantors shall, as promptly as practicable file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement covering resales of the Notes in accordance with subsection (b) below. (i) The Issuer and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable, practicable use their commercially reasonable efforts to file with the Commission and thereafter shall use its best their commercially reasonable efforts to cause to be declared effective under the Act on or prior to 220 within the (x) later of 210 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesClosing Date or (y) 90 days after such filing obligation arises pursuant to subsection (a) above, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuer and the Guarantors may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuer and the Guarantors shall use its best their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuer and the Guarantors shall be deemed not to have used its best their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is law or otherwise taken by the Company Issuer and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of assets and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuer and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate or available for such resales or declared effective within 210 days after the Closing Date; (Ciii) it the Registered Exchange Offer is a broker-dealer and owns Notes acquired directly from the Company or an Affiliate not consummated (it being understood that, for purposes of this clause (iii) and clause (iii) of Section 45 hereof, "consummated" shall mean that the Company has offered the New Notes in exchange for surrender of the Transfer Restricted Notes pursuant to the Registered Exchange Offer, kept the Registered Exchange Offer open for the period required by Section 2(c)(ii) hereof and fulfilled all of its other obligations hereunder in connection with the Registered Exchange Offer) within 240 days of the Closing Date; (iv) any Initial Purchaser so requests with respect to Transfer Restricted Notes constituting any portion of an allotment remaining unsold after 30 days following the date hereof; (v) any Holder (other than an Initial Purchaser or a Restricted Holder) does not receive freely tradeable New Notes in the Registered Exchange Offer (it being understood that, for purposes of this clause (v), (x) the requirement that an Initial Purchaser a Holder deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange New Notes acquired in exchange for such Transfer Restricted Notes shall result in such Exchange New Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall shall, at its cost, as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the New Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange New Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an allotment remaining unsold allotment of Notesafter 30 days following the date hereof, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (or any shorter period under Rule 144(k) under the Securities Act) from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, If (i) due to applicable law or interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Exchange Offer as contemplated by Section 3 hereof (after the Company has complied with the procedures set forth in Section 6(a)(i) hereof); (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate is not declared effective within 180 days following the Registered Exchange Offer because date of the Registered original issuance of the Notes or the Exchange Offer is not permitted consummated within 210 days following the date of the original issuance of the Notes; (iii) any Initial Purchaser so requests with respect to Notes that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Exchange Offer; (iiiv) any Holder (other than an Initial Purchaser) of Transfer Restricted Securities notifies the Company is not eligible to participate in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating does not receive freely tradeable Exchange Notes in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to other than by reason of such Holder being an Affiliate of the public without delivering Company (it being understood that the requirement that a prospectus, and participating Broker-Dealer deliver the prospectus Prospectus contained in the Exchange Offer Registration Statement is in connection with sales of Exchange Notes shall not appropriate or available for result in such resales Exchange Notes being not "freely tradeable"); or (Cv) it is a broker-dealer and owns in the case of any Initial Purchaser that participates in the Exchange Offer or acquires Exchange Notes acquired directly from the Company or as a result of its determination that it is not eligible to participate in the Exchange Offer with respect to any unsold Notes, such Initial Purchaser does not receive freely tradeable Exchange Notes in exchange for Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but "; and (y) the requirement that an Exchanging a participating Broker-Dealer deliver delivers a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, effect a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. subsection (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodbelow.

Shelf Registration. If, (i) because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) the Registered Exchange Offer is not permitted by applicable law consummated on or Commission policy prior to April 30, 1997, or (iiiii) any Holder the Initial Purchaser so requests with respect to Notes held by it as a result of Transfer Restricted Securities notifies the purchase of such Notes directly from the Company in writing within 10 business days following consummation of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, or (Biv) it may any Holder (other than the Initial Purchaser) is not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or the public without delivering a prospectus, New Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Securities Act and the prospectus delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales alternative, or (Cv) it is a broker-dealer and owns in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires New Notes acquired directly from pursuant to Section 2(f) hereof, the Company or Initial Purchaser does not receive freely tradable New Notes in exchange for Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange New Notes acquired in exchange for such Notes shall result in such Exchange New Notes being not "freely tradeabletradable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "freely tradeabletradable"), the following provisions shall apply: (a) The Company shall shall, as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the New Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement and Rule 415 under the Securities Act, provided, however, that with respect to Exchange New Notes received by an the Initial -------- Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to 45 days after filing such Shelf Registration Statement pursuant to this Section 3 and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period of two three years (or, if Rule 144(k) under the Securities Act is amended to allow for resales pursuant to such Rule after a shorter period, such shorter period) from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j5(k) hereof, if applicable applicable. (c) No Holder of Notes or (iii) New Notes may include any of its Notes or New Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such action Holder furnishes to the Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Notes or New Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is taken because of any fact or circumstance giving rise being effected agrees to a Supplement Delay Periodfurnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon the advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 270 days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement date hereof; (iii) any Initial Purchaser so requests with respect to Securities that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may are not resell the Exchange Notes acquired by it eligible to be exchanged for New Securities in the Registered Exchange Offer to and that are held by it following consummation of the public without delivering a prospectus, and the prospectus contained in the Registered Exchange Offer Registration Statement Offer; (iv) any Holder (other than an Exchanging Dealer) is not appropriate or available for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or an Affiliate (it being understood that, for purposes of this Section 4, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired eligible to participate in the Registered Exchange Offer under applicable law or applicable policies of the Commission; or (v) any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer does not receive freely tradeable New Securities on the date of the exchange for Notes acquired as validly tendered (and not withdrawn) Transfer Restricted Securities, the Company shall effect a result Shelf Registration Statement in accordance with subsection (b) below (the date on which any of market-making activities or other trading activities shall not result the conditions described in such Exchange Notes being not "freely tradeable"the foregoing clauses (i) through (v) occur, including in the case of clauses (iii), (iv) and (v) the following provisions shall apply:receipt of the required notice, being a "Trigger Date"): (ai) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 50 days after the Trigger Date), prepare and file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after for such effective date longer period if such Shelf Registration Statement is filed at the request of an Initial Purchaserextended pursuant to Section 4(j)) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (i) such action is required by applicable law. (iii) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission and (ii) such action is taken by not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Company statements therein, in good faith and for valid business reasons (not including avoidance light of the Company's obligations hereunder)circumstances under which they were made, including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodnot misleading.

Shelf Registration. If, (i) because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate has not been filed with the Registered Exchange Offer because Commission within 60 days of the Closing Date, or (iii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 180 days of the filing and effectiveness under the Act Closing Date, or (iv) any Purchaser so requests with respect to Securities held by it following consummation of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, or (Bv) it may not resell in the Exchange Notes acquired by it case of any Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange Notes New Securities received by an Initial a Purchaser in -------- exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable applicable. (c) No Holder of Securities may include any of its Securities in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in writing, within 10 days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or (iii) Prospectus or preliminary Prospectus included therein, and each such action is taken because of any fact or circumstance giving rise Holder agrees to a Supplement Delay Periodfurnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 240 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such resales Holder being an Affiliate of the Company; or (Cv) it is a broker-dealer and owns Notes acquired directly from in the Company case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a an Exchange Offer Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 45-days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's ’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 375 days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable, practicable use their reasonable best efforts to file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Noteswithin 375 days, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers and the Guarantors may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission until the earliest of: (or until one year after such effective A) the second anniversary of the Closing Date, (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement or (iiC) the date on whichupon which the Securities or New Securities, in the opinion of counsel to the Companyas applicable, all of the Transfer Restricted Securities then held covered by the Holders may be sold by such Holders Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the public United States securities markets in the absence of a registration statement covering such sales or Act pursuant to paragraph (iiik) the date on which there ceases to be outstanding any Transfer Restricted Securities thereof (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuers and the Guarantors shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is law or otherwise taken by the Company Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of assets and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, If (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Exchange Offer Registration Statement nor permitted to Consummate as contemplated by Section 2 hereof or (ii) for any reason other than those specified clause (i) above, the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy consummated within 150 days of the Closing Date unless the Exchange Offer has commenced, in which case, the Exchange Offer is not consummated within 30 days after the date on which the Exchange Offer was commenced or (iiiii) the Initial Purchaser so requests with respect to Notes held by it following consummation of the Exchange Offer, or (iv) any Holder of Transfer Restricted Securities notifies (other than the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (AInitial Purchaser) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer eligible to the public without delivering a prospectus, and the prospectus contained participate in the Exchange Offer Registration Statement is or has participated in the Exchange Offer and has received Exchange Notes that are not appropriate or available for such resales freely tradeable or (Cv) it is a broker-dealer and owns in the case where the Initial Purchaser participates in the Exchange Offer or acquires Exchange Notes acquired directly from pursuant to Section 2(f) hereof, the Company or Initial Purchaser does not receive freely tradeable Exchange Notes in exchange for Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall and the Subsidiary Guarantors shall, as promptly as practicablepracticable (but in any event on or prior to 60 days after such filing obligation arises), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the Exchange Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement and Rule 415 under the Securities Act, howeverprovided that, that with respect to Exchange Notes received by an the Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company and the Subsidiary Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company and the Subsidiary Guarantors shall use its their best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after filing such Shelf Registration Statement pursuant to this Section 3 and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period of two [two] years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) notwithstanding the Company efforts contemplated in Section 2(g), due to any change in law or applicable interpretations thereof by the Staff, the Partnership determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 260 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days (other than an Initial Purchaser or an Affiliate of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (APartnership) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but tradable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeabletradable"), the following provisions Partnership shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicable, file with the Commission and thereafter Partnership shall use its reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, file a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement with the Commission on or before the later of (A) 20 days after so required or requested pursuant to this Section 3, and (B) 90 days after the date hereof; and thereafter the Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Act on or before the later of (x) 60 days after the filing of such Shelf Registration Statement is so required or requested pursuant to this Section 3, and (y) 210 days after the date hereof; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Partnership may, if permitted by current interpretations by the Commission's staffStaff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Partnership shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders Statement or may be sold by such Holders in pursuant to Rule 144(k) under the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company Partnership shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Partnership voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company Partnership in good faith and for valid business reasons (not including avoidance of the CompanyPartnership's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company Partnership promptly thereafter complies with the requirements of Section 5(j5(k) hereof, if applicable or applicable. (iii) The Partnership shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 180 days of the filing and effectiveness under the Act date hereof, or (iii) any Initial Purchaser so requests with respect to Securities held by it following consummation of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, or (Biv) it may any Holder (other than an Initial Purchaser) is not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to and so notifies the public without delivering a prospectusCompany as soon as practicable, and but in any event not later than 30 days following consummation of the prospectus contained Registered Exchange Offer, or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer Registration Statement is or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not appropriate or available receive freely tradeable New Securities in exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Company shall shall, as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission Commission, and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesAct, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedprovided that, however, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company as promptly as practicable thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company Commission’s staff, the Issuer determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 330 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that the requirement that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuer shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuer shall as promptly as practicablepracticable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act on within 300 days after so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuer may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until (A) the second anniversary thereof or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company Issuer in good faith and for valid business reasons (not including avoidance of the Company's Issuer’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of mergers and combinations and similar events, and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 270 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedPROVIDED, howeverHOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, business combinations or similar significant corporate transactions involving the Company or Exelon Corporation so long as the Company promptly thereafter complies with the requirements of Section 5(j4(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or consummated within 270 days of the date hereof; (iiiii) any Holder (other than the Initial Purchasers) is not eligible to participate in the Registered Exchange Offer other than by reason of Transfer Restricted Securities notifies the Company in writing within 10 business days such Holder being an Affiliate of the filing and effectiveness under Company; (iv) based on their reasonable opinion, the Act of Initial Purchasers so request with respect to Notes that are not eligible to be exchanged for New Notes in the Registered Exchange Offer Registration Statement that (A) it is prohibited are held by law or Commission policy from participating in them following consummation of the Registered Exchange Offer, such request being in writing and delivered to the Company; or (Bv) it may not resell in the Exchange Notes acquired by it case that the Initial Purchasers participate in the Registered Exchange Offer or acquire New Notes pursuant to Section 2(f) hereof, in their reasonable opinion the public without delivering a prospectus, and the prospectus contained Initial Purchasers do not receive freely tradeable New Notes in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (xA) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange New Notes acquired in exchange for such Notes shall result in such Exchange New Notes being not "“freely tradeable" but ” and (yB) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "“freely tradeable"”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicable, practicable file with the Commission and thereafter shall use its best commercially reasonable efforts to cause to be declared effective under the Act on or prior to 220 within 270 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesClosing Date, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the New Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder (it being understood that Holders who would have received freely transferable Notes pursuant to the Registered Exchange Offer had they not (A) failed to duly tender their Notes for exchange pursuant to the Registered Exchange Offer (other than the Initial Purchasers in connection with respect to Exchange Notes received held by an Initial Purchaser in exchange for Transfer Restricted Securities them constituting any portion of an unsold allotment allotment), or otherwise failed to comply with the requirements of Notesthe Registered Exchange Offer as provided in Section 2 hereof or (B) failed to furnish to the Company such information as the Company may request in accordance with Section 4(o) in connection with a Shelf Registration Statement, shall not retain any rights under this Agreement, including any right to have Notes owned by them included in any Shelf Registration Statement); and provided further that, with respect to New Notes received by the Initial Purchasers in exchange for Notes constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508of the Act, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to shall, except as permitted under Section 4(k)(ii), keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until (A) the first anniversary thereof or until one year after such effective (B) the earlier date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or . (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective during date of the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell Shelf Registration Statement or such securities during that period, unless (i) such action is required by applicable lawamendment or supplement, (iiA) such action is taken by to comply in all material respects with the Company in good faith and for valid business reasons (not including avoidance applicable requirements of the Company's obligations hereunder), including the acquisition or divestiture Act; and (B) not to contain any untrue statement of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 120 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 150 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or (C) it is a broker-dealer and owns Notes acquired directly from does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company or an Affiliate (it being understood thatthat a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being "freely tradeable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for purposes Securities constituting any portion of this Section 4, an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a an Exchange Offer Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, -------- ------- that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New -------- ------- Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) Closing Date or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable applicable. The Company is expressly permitted to suspend the effectiveness of the Shelf Registration Statement in good faith in connection with the acquisition or (iiidivestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodhereof, if applicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuers determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate or available effective within 300 days of the date hereof; (iii) any Initial Purchaser, upon notification to the Company prior to the 20th Business Day following the consummation of the Registered Exchange Offer, so requests with respect to Securities that are not eligible to be exchanged for such resales New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) notifies the Company prior to the 20th Business Day following the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer; or (Cv) it is a broker-dealer and owns Notes acquired directly from in the Company case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on within 90 days after so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until the earliest of (or until one year after such effective A) the second anniversary thereof; (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, Statement or (iiC) the date on whichupon which all the Securities or New Securities, in the opinion of counsel to the Companyas applicable, all of the Transfer Restricted Securities then held by the Holders may be sold covered by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases Shelf Registration Statement cease to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period")Registrable Securities. The Company Issuers shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company Issuers in good faith and for valid business reasons (not including avoidance of the Company's Issuers’ obligations hereunder), including the acquisition or divestiture of assetsassets or a financing, so long as the Company promptly thereafter complies with the requirements of and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 180 days of the filing and effectiveness under the Act date hereof, or (iii)the Initial Purchaser so requests with respect to Securities held by it following consummation of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, or (Biv) it may any Holder (other than the Initial Purchaser) is not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to and so notifies the public without delivering a prospectusCompany as soon as practicable, and but in any event not later than 30 days following consummation of the prospectus contained Registered Exchange Offer, or (v) in the case of the Initial Purchaser that participates in the Registered Exchange Offer Registration Statement is or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not appropriate or available receive freely tradeable New Securities in exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Company shall shall, as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission Commission, and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesAct, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedprovided that, however, that with respect to Exchange Notes New Securities received by an the Initial NYDOCS01/571257 2 Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company as promptly as practicable thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 210 days after the Issue Date; (iii) prior to the 20th business day following consummation of the Registered Exchange Offer (A) any Initial Purchaser so requests with respect to Notes that are not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiB) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (BC) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable Exchange Notes in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or and 508 of Regulation S-K K, as applicable, under the Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with Section 3(b) hereof. (ai) The Company shall as promptly as practicablereasonably practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission Commission, and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act on (within 90 days after so required or prior requested pursuant to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesthis Section 3), a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the Exchange Notes, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by a majority of such Holders and set forth in such Shelf Registration Statement; provided, however, that nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 and 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the original issuance date of the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) Notes or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales Statement or (iii) the date on which there ceases cease to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes or Exchange Notes covered thereby not being able to offer and sell such securities Notes or Exchange Notes during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's its obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 210 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is prohibited by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days applicable interpretations of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j5(k) hereof, if applicable or applicable. (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 2 hereof, or (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective by November 29, 2011 or available for such resales the Registered Exchange Offer is not consummated on or prior to the later of (x) December 29, 2011 and (y) 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (Ciii) it any Purchaser so requests with respect to Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than a Purchaser) is a broker-dealer not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Notes in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Issuer and owns Notes acquired directly from Parent within the Company or an Affiliate meaning of the Securities Act (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange New Notes acquired in exchange for such Original Notes shall result in such Exchange New Notes being not "“freely tradeable" ” but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Original Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "“freely tradeable"”), the following provisions shall apply: (a) The Company Issuer and Parent shall as promptly as practicablepracticable (but in no event more than the later of (i) August 31, 2011 or (ii) 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best their commercially reasonable efforts to cause to be declared become effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission Delay Period) after the date of original issuance of the Notesas, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Original Notes or the New Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement (such Original Notes or New Notes, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as “Registration Securities”); provided, however, that that, with respect to Exchange New Notes received by an Initial a Purchaser in exchange for Transfer Restricted Securities Original Notes constituting any portion of an unsold allotment of Notesallotment, the Company Issuer and Parent may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and Parent shall include the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Company Issuer and Parent shall use its best their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement becomes effective or is declared effective by the Commission (or until one year after designated as such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Original Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuer and Parent shall be deemed not to have used its best their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it the Issuer or Parent voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company such party in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and Parent hereunder), including the acquisition or divestiture of assets, so long as the Company Issuer and Parent promptly thereafter complies comply with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission's staff, the Issuers determine upon advice of their outside counsel that they are not required permitted to file effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate has not become effective under the Act within 180 days of the date of the original issuance of the Securities or the Registered Exchange Offer because the Registered Exchange Ex- change Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business days of the filing and effectiveness under the Act of 30 Business Days after the Exchange Offer Registration Statement becomes effective; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (Aiv) it any Holder (other than an Initial Purchaser) is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall as promptly as practicable, file with the Commission and thereafter shall use its their best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuers shall use its their best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective ef- fective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company Issuers shall be deemed not to have used its their best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company Issuers in good faith and for valid business reasons (not including avoidance of the Company's Issuers' obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, so long as the Company Issuers promptly thereafter complies comply with the requirements of Section 5(j4(k) hereof, if applicable or applicable. (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iv) No Holder of Securities may include any of its Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuers in writing, within 15 days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Securities shall be entitled to Additional Interest pursuant to the terms of the Indenture unless and until such Holder shall have used its reasonable best efforts to provide all such reasonably requested information. Each Holder of Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.

Shelf Registration. If, (a) If (i) due to any change in applicable law or interpretations thereof by the Commission’s staff, the Company is and the Guarantors determine upon advice of outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 225 days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement Refinancing Completion Date; (iii) any Initial Purchaser so requests with respect to Securities that (A) it is prohibited by law or Commission policy from participating are not eligible to be exchanged for New Securities in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained or does not receive freely transferable New Securities in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer Registration Statement is or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not appropriate or available receive freely transferable New Securities in exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, (x) that the requirement that an such Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall not result in such Exchange Notes New Securities being not "“freely tradeable" but (y) transferable” and the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"transferable”), the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best commercially reasonable efforts to cause to be declared effective under the Act on within 90 days after being so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted applicable Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution reasonably elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further that with respect to Exchange Notes New Securities received by an any Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Subject to Section 4(k)(ii), the Company and the Guarantors shall use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until the earlier of (A) the first anniversary thereof or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales Statement or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period")are no longer outstanding. The Company and the Guarantors shall be deemed not to have used its best commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it the Company or the Guarantors voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company or the Guarantors, as applicable, in good faith and for valid business reasons (not including avoidance of the Company's ’s or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Operating Partnership and the Company determine upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or consummated within 45 Business Days after the 240th day following the date hereof; (iiiii) any Holder of Transfer Restricted Initial Purchaser so requests with respect to Securities notifies that are not eligible to be exchanged for New Securities in the Company in writing within 10 business days Registered Exchange Offer and that are held by it following consummation of the filing and effectiveness under the Act of the Registered Exchange Offer Registration Statement Offer; (iv) upon request by any Holder (other than an Initial Purchaser) that (A) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(g) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Operating Partnership and the Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Operating Partnership and the Company shall as promptly as practicablepracticable (but in no event more than 90 days after becoming so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best reasonable efforts to cause to be declared effective under the Act on within 180 days after becoming so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement (which shall be, if the Operating Partnership is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange Notes received by no Holder (other than an Initial Purchaser in exchange for Transfer Restricted Purchaser) shall be entitled to have the Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted held by current interpretations it covered by the Commission's staff, file a post-effective amendment to the Exchange Offer such Shelf Registration Statement containing the information required unless such Holder agrees in writing to be bound by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction all of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein of this Agreement applicable to, a Shelf Registration Statementto such Holder. (bii) The Operating Partnership and the Company shall use its best reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such becomes effective date if such in the case of an Automatic Shelf Registration Statement is filed at Statement) until (A) the request of an Initial Purchaserfirst anniversary thereof or (B) or such shorter period that will terminate when (i) the date upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all . Each of the Transfer Restricted Securities then held by Operating Partnership and the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities or New Securities covered thereby not being able to offer and sell such securities Securities or New Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Operating Partnership or the Company in good faith and for valid business reasons (not including avoidance of the Operating Partnership’s and the Company's ’s obligations hereunder), including the acquisition or divestiture of assets, so long as and (y) permitted pursuant to Section 4(k)(ii) hereof. None of the Company, the Operating Partnership or any of their respective securityholders (other than Holders of Registrable Securities) shall have the right to include any securities of the Company promptly thereafter complies with or the requirements of Section 5(j) hereof, if applicable Operating Partnership in any Shelf Registration Statement other than the Securities or New Securities. (iii) The Operating Partnership and the Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, If (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Exchange Offer as contemplated by Section 2 hereof, or (ii) the Company is not required to file the Exchange Offer Registration Statement nor permitted to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy for any reason other than those specified in clause (i) above, or (iiiii) with respect to any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it such Holder is prohibited by applicable law or Commission policy from participating in the Registered Exchange Offer, or (B) it such Holder may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and that the prospectus Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) it such Holder is a broker-dealer an Exchanging Dealer and owns holds Initial Notes acquired directly from the Company or an Affiliate one of its affiliates (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall shall, as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the Exchange Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement and Rule 415 under the Securities Act, howeverprovided that, that with respect to Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Transfer Restricted Securities Initial Notes constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to cause the Shelf Registration Statement to be filed on or prior to the 90th calendar day after the Closing Date and declared effective under the Securities Act on or prior to the 150th calendar day after the obligation to file a Shelf Registration Statement under this Section 3 arises and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Initial Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it the Company voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (i) such action is required by applicable law, (ii) the Company complies with this Agreement or (iii) such action is taken by the Company or any Guarantors in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(m) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (i) because of any change in law or ------------------- applicable interpretations thereof by the Commission's staff, the Company is and the Guarantors determine upon advice of its outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 2 hereof, or (ii) if for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 345 days after the Closing Date or available for such resales the Registered Exchange Offer is not consummated within 375 days after the Closing Date, or (Ciii) it if any Purchaser so requests with respect to Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradeable New Securities, or (iv) any Holder (other than an Initial Purchaser) is a broker-dealer and owns Notes acquired directly from not eligible to participate in the Registered Exchange Offer or, in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable New Securities in exchange for tendered Securities, other than by reason of such Holder being an affiliate of the Company or an Affiliate within the meaning of the Act (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Company and the Guarantors shall as promptly as practicable, practicable (but in no event not more than 30 days after so required or requested pursuant to this Section 3) file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement (such Securities or New Securities, as applicable, to be sold by Holders under such Shelf Registration Statement being referred to herein as "Registrable Securities"); provided, however, that with respect to Exchange Notes New Securities received by an Initial a -------- Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company and the Guarantors shall use its their best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial a Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used its their best efforts to keep the Shelf Registration Statement effective during the requisite period if it any of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company or any Guarantor in good faith and for valid business reasons (not including avoidance of the Company's or such Guarantor's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company or such Guarantor promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate is not declared effective by the Registered Exchange Offer because Commission under the Act within 225 days of the date of the original issuance of the Securities or the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business days 45 Business Days of the filing and date of the effectiveness under the Act of the Exchange Offer Registration Statement Statement; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (Aiv) it any Holder (other than an Initial Purchaser) is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, (B) it may not resell or in the Exchange Notes acquired by it case of any Holder that participates in the Registered Exchange Offer to Offer, does not receive freely tradable New Securities in the public without delivering Registered Exchange Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a prospectus, and participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is in connection with sales of New Securities shall not appropriate or available for result in such resales New Securities being not "freely tradable"); or (Cv) it is a broker-dealer and owns Notes acquired directly from in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment, other than by reason of such Holder being an Affiliate of the Company or an Affiliate (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall not result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their respective reasonable best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement in accordance with Rule 415 under the Act relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantors may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period") or (ii) are eligible for resale under Rule 144(k). The Company and the Guarantors shall be deemed not to have used its their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's and the Guarantors' obligations hereunder), including the acquisition or divestiture of assetsassets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter complies comply with the requirements of Section 5(j5(k) hereof, if applicable or applicable. (iii) The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 210 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such resales Holder was not eligible to participate in the Registered Exchange Offer or (C) it is a broker-dealer and owns Notes acquired directly from does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company or an Affiliate (it being understood thatthat a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being "freely tradeable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for purposes Securities constituting any portion of this Section 4, an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a an Exchange Offer Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) Closing Date or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable applicable. The Company is expressly permitted to suspend the effectiveness of the Shelf Registration Statement in good faith in connection with the acquisition or (iiidivestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodhereof, if applicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 300 days of the filing and effectiveness under date hereof; (iii) any Initial Purchaser so requests within 20 days after the Act consummation of the Exchange Offer Registration Statement with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (Aiv) any Holder (other than an Initial Purchaser) who notifies the Company within 20 days after the consummation of the Exchange Offer that it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, and holds Securities pending consummation of the Registered Exchange Offer, so requests; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best commercially reasonable efforts to cause to be declared effective under the Act on within 120 days after so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until the earlier of (A) the second anniversary thereof or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's ’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 240 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on within 90 days after so required or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesrequested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years the “Shelf Registration Period”) from the date the Shelf Registration statement Statement is declared effective by the Commission until (A) the expiration of the time period referred to in Rule 144(d)(1)(ii) under the Act or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is taken law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's ’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of any fact or circumstance giving rise to a Supplement Delay Period.the Act; and

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted by applicable consummated within 210 days of the Closing Date; (iii) any Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer that (A) due to a change in law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating not entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the Exchange Notes New Securities to be acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Notes Registrable Securities acquired directly from the Company or an Affiliate affiliate of the Company; or (iv) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "“freely tradeable" but ;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Issuer and the Guarantors shall apply:file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuer and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable, practicable use their commercially reasonable efforts to file with the Commission and thereafter shall use its best their commercially reasonable efforts to cause to be declared effective under the Act on or prior to 220 within the (x) later of 210 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesClosing Date or (y) 90 days after such filing obligation arises pursuant to subsection (a) above, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuer and the Guarantors may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company Issuer and the Guarantors shall use its best their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or until one year after such effective (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) upon which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuer and the Guarantors shall be deemed not to have used its best their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law, (ii) such action is law or otherwise taken by the Company Issuer and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company's Issuer’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of assets and (y) permitted pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Issuer and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (i) because of any change in law or ------------------- applicable interpretations thereof by the Commission's staff, the Company is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof, (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 180 days after the Closing Date or available the Registered Exchange Offer is not consummated within 210 days after the Closing Date, (iii) the Purchaser so requests with respect to Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for such resales New Securities in a Registered Exchange Offer or, in the case that the Purchaser participates in any Registered Exchange Offer, the Purchaser does not receive freely tradable New Securities, (iv) any Holder (other than the Purchaser) is not eligible to participate in the Registered Exchange Offer or (Cv) it is a broker-dealer and owns Notes acquired directly from in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Securities in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Company or an Affiliate within the meaning of the Act (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial the Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement (such Securities or New Securities, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as "Registration Securities"); provided, however, that that, with -------- ------- respect to Exchange Notes New Securities received by an Initial the Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the later of (x) the date of the Shelf Registration statement is declared effective by original issuance of the Commission Preferred Stock (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial the Purchaser) and (y) the last date on which any Affiliate of the Company, as applicable, was a beneficial owner of the Securities or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy consummated within 180 days of the date hereof; or (iiiii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; or (iv) any Holder of Transfer Restricted Securities (other than an Initial Purchaser) notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The If requested, the Company shall as promptly as practicablepracticable (but in no event more than 60 days after so requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Act on or prior to 220 within 120 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notesso requested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the "Shelf Registration Period") of (A) two years from the date the Shelf Registration statement Statement is declared effective by the Commission or (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial PurchaserB) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (ix) such action is required by or advisable under applicable law, (ii) such action is taken law or otherwise undertaken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of and (y) if applicable, notice is delivered pursuant to Section 5(j4(k)(ii) hereof, if applicable or . (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof; or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 360 days of the date hereof; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by applicable law or Commission policy or it following consummation of the Registered Exchange Offer; (iiiv) any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (Aother than an Initial Purchaser) it is prohibited by law or Commission policy from participating not eligible to participate in the Registered Exchange Offer, ; or (Bv) it may not resell in the Exchange Notes acquired by it case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to the public without delivering a prospectusSection 2(f) hereof, and the prospectus contained such Initial Purchaser does not receive freely tradeable New Securities in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedPROVIDED, howeverHOWEVER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If(a) If the Company receives from one or more Investors at any time after the Company is eligible to register securities on Form F-3 or Form S-3, as applicable, a request that the Company effect a registration on Form F-3 or Form S-3, as applicable (a “Shelf Registration”), with respect to all or a part of the Registrable Securities owned by such Investors, the Company will (i) within ten days of the Company is not required receipt thereof give written notice of such request to file the Exchange Offer Registration Statement nor permitted to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy or other Investors and (ii) as soon as practicable, effect such registration and all such qualifications as are required to facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder of Transfer Restricted other Investor or Investors joining in such request. Other Investors wishing to include their Registrable Securities notifies in any Shelf Registration to be effected pursuant to this Section 3 must notify the Company in writing within 10 business days of the filing and effectiveness under the Act number of Registrable Securities owned by them that are to be included in such registration within 20 days after receipt of the Exchange Offer Registration Statement that written notice from the Company referred to above. (Ab) it The foregoing notwithstanding, the Company shall not be obligated to effect any such registration or qualification pursuant to this Section 3: (i) if neither Form F-3 nor Form S-3 is prohibited by law or Commission policy from participating in the Registered Exchange Offer, available for such offering; (Bii) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer if Investors propose to sell Registrable Securities at an aggregate price to the public without delivering (before any underwriters’ discounts or commissions) of less than $25,000,000; (iii) if the Company shall furnish to Investors a prospectus, and certificate signed by an authorized officer of the prospectus contained Company stating that in the Exchange Offer Registration Statement good faith judgement of the Board of Directors of the Company, effecting the requested registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction (or is prohibited under the terms of any such transaction) or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided that the Company shall not appropriate delay such action pursuant to this sentence more than twice in any twelve-month period; (iv) if the Company has, within the twelve month period preceding the date of such request, already effected two registrations for any Investors pursuant to this Section 3; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or available for to execute a general consent to service of process in effecting such resales registration, qualification or compliance; or (Cvi) it is during the period ending 90 days after the effective date of a broker-dealer and owns Notes acquired directly registration statement subject to Section 2 (or such longer period, not to exceed 180 days from the effective date of such registration statement, as the Company may be required to keep such registration effective pursuant to Section 4(b)). (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of one or an Affiliate (it being understood more Investors, that, for purposes of if permitted under the Securities Act, shall be a registration statement which is automatically effective upon filing. Registrations effected pursuant to this Section 4, 3 shall not be counted as requests for registration or registrations effected pursuant to Section 1. (xd) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act All Registration Expenses incurred in connection with sales of Exchange Notes acquired in exchange for such Notes any Registration made pursuant to this Section 3 shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities paid by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementCompany; provided, however, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, shall not be required to pay for any expenses of any registration proceeding begun if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement registration request is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed subsequently withdrawn at the request of an Initial PurchaserInvestors holding a majority of the Registrable Securities to be included in such registration (in which case the Investors participating in such offering shall bear all such expenses proportionately based on the amount of Registrable Securities each Investor requested to be included in such offering and shall not be deemed to have used one of their registration rights pursuant to this Section 3) for any reason other than a change, circumstance or event materially adversely effecting the Company unless such shorter period that will terminate when Investors agree to forfeit their rights to one such registration. (ie) all the Transfer Restricted Securities covered by the If a Shelf Registration Statement have been sold pursuant becomes a Cutback Registration, the Company shall first reduce any securities to be included in such offering that are not Registrable Securities and thereafter include in such registration the Shelf Registration Statement, (ii) the date on which, maximum number of Registrable Securities which in the opinion of counsel the Managing Underwriter can be sold in such offering, which number shall be allocated among all participating Investors, in proportion (as nearly as practicable) to the Company, all amount of the Transfer Restricted Registrable Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases Investors requested to be outstanding any Transfer Restricted Securities (included in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodoffering.

Shelf Registration. If, If (i) because of any change in law or applicable interpretations thereof by the Company is Commission's staff, the Issuers determine upon advice of their outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy consummated within 180 days of the date hereof, or (iiiii) any Purchaser so requests with respect to Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer, or (iv) any Holder of Transfer Restricted Securities notifies (other than a Purchaser) shall notify the Company in writing within 10 business days that it is not eligible under applicable law to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in a distribution of the filing and effectiveness under New Securities) or (v) in the Act case of the Exchange Offer Registration Statement any Purchaser that (A) it is prohibited by law or Commission policy from participating participates in the Registered Exchange Offer, (B) it may such Purchaser does not resell the Exchange Notes acquired by it receive 7 -7- freely tradeable New Securities in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available exchange for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable")) or (vi) if the Company so elects; provided that any such election shall not relieve the Company of its obligations pursuant to Section 2 hereof, the following provisions shall apply: (a) The Company Issuers shall as promptly as practicable, practicable file with the Commission and thereafter shall use its their best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedprovided that, however, that with respect to Exchange Notes New Securities received by an Initial a Purchaser in exchange for Transfer Restricted Securities securities constituting any portion of an unsold allotment of Notesallotment, the Company Issuers may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"); provided however that during any consecutive 365-day period, the Company shall have the option to suspend availability of the Shelf Registration Statement for up to two 30-consecutive-day periods, except for the consecutive 30-day period immediately prior to the Expiration Date, if the Company's Board of Directors determines in the exercise of its reasonable judgment that there is a valid business purpose for such suspension; provided further that if the Shelf Registration Period terminates and all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have not been sold, the Company will cause the effectiveness to be extended by the number of days during which the Registration Statement was not usable pursuant to the preceding proviso. The Company Issuers shall be deemed not to have used its their best efforts to keep the Shelf Registration Statement effective during the requisite period if it any Issuer voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company such Issuer in good faith and for valid business reasons (not including avoidance of the Companysuch Issuer's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company such Issuer promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not required permitted to file effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement nor permitted to Consummate or the Registered Amended Exchange Offer because Registration Statement is not declared effective by September 10, 2008 or the Registered Exchange Offer is not permitted consummated by applicable law or Commission policy or October 20, 2008; (iiiii) any Holder the Initial Purchasers determine upon advice of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer their counsel that a Shelf Registration Statement must be filed in connection with any public offering or sale of Securities that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may are not resell the Exchange Notes acquired by it eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by them following consummation of the Registered Exchange Offer; or (iv) any Holder (other than the Initial Purchasers) is not eligible to participate in the public without delivering Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a prospectus, and participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Notes acquired directly from the Company or an Affiliate (it being understood that, for purposes of this Section 4, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act Amended Exchange Offer Registration Statement in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities New Securities shall not result in such Exchange Notes New Securities being not "“freely tradeable"”), the following provisions Company and the Guarantor shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (b) If required pursuant to subsection (a) The above, (i) the Company and the Guarantor, at their cost, shall as promptly as practicable, but in no event later than 90 days after such obligation to file arises, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notessoon as practicable, but in no event later than October 19, 2008, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an the Initial Purchaser Purchasers in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company and the Guarantor may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement or the Amended Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its their obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement or Amended Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.; (bii) The the Company and the Guarantor shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period the earlier of two years from (A) the date time when all of the Securities or New Securities, as applicable, covered by the Shelf Registration statement is declared effective Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of the Commission Company under clause (or until one year after such effective d) of Rule 144, (B) the date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) on which all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (iiC) one year from the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held Shelf Registration Statement is declared effective by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Commission (in any such case, such period being called the "“Shelf Registration Period"”). The ; it being understood that the Company and the Guarantor shall be deemed not to have used its their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it they voluntarily takes take any action that would result in Holders of Transfer Restricted Securities or New Securities covered thereby not being able to offer and sell such securities Securities or New Securities during that period, unless (iA) such action is required by applicable law, ; or (iiB) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company's ’s and the Guarantor’ obligations hereunder), including including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter complies comply with the requirements of Section 5(j5(k) hereof, if applicable or applicable; and (iii) the Company and the Guarantor shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such action is taken because amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission; and (B) not to contain any untrue statement of a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If, (i) If, because of any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not required permitted to file effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement nor permitted to Consummate is not declared effective within 360 days following the Registered Exchange Offer because Closing Date or (B) the Registered Exchange Offer is not permitted by applicable law completed within 405 days after the Closing Date, (iii) if the Initial Purchaser is holding Private Exchange Securities issued with respect to Registrable Securities that were not eligible to be exchanged for Exchange Securities in the Exchange Offer or Commission policy or if the Initial Purchaser does not receive freely tradable Exchange Securities in the Exchange Offer, upon the request of the Initial Purchaser, (iiiv) upon notice of any Holder of Transfer Restricted Securities notifies (other than the Initial Purchaser) given to the Company or the Guarantor in writing within 10 business 35 days of after the filing and effectiveness under the Act commencement of the Exchange Offer Registration Statement to the effect that (A) due to a change in law or SEC policy it is prohibited by law or Commission policy from participating not entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the Exchange Notes Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) it is a broker-dealer and owns Notes Registrable Securities acquired directly from the Company or the Guarantor or an Affiliate “affiliate” of the Company or the Guarantor (it being understood that, for purposes of this Section 4, as such term is defined in Rule 405 under the ▇▇▇▇ ▇▇▇) or (xv) the requirement that an Initial Purchaser deliver holders of a Prospectus containing majority of the information required Exchange Securities may not resell the Exchange Securities acquired by Items 507 and/or 508 of Regulation S-K them in the Exchange Offer to the public without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then in connection with sales case of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but each of clauses (yi) through (v) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales Company and the Guarantor shall, if permitted under applicable law, SEC rules and regulations and applicable interpretations, thereof by the Staff of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable")SEC, the following provisions shall applyat their cost: (a) The Company shall as As promptly as practicable, file with the Commission SEC, and thereafter shall use its their reasonable best efforts to cause to be declared effective under the Act on or prior to 220 as promptly as practicable but no later than 450 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the NotesClosing Date, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange Notes received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period until the earlier of (A) two years from the date the Shelf Registration statement Statement is declared effective by the Commission SEC, (or until one year after such effective B) the date if such Shelf Registration Statement is filed at on which the request of an Initial PurchaserRegistrable Securities become eligible for resale pursuant to Rule 144(k) or such shorter period that will terminate when any successor provision or (iC) the date on which all the Transfer Restricted Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration StatementStatement or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended if and to the extent necessary to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions hereof, use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) the date on whichany Shelf Registration Statement and any amendment thereto does not, in the opinion of counsel to the Companywhen it becomes effective, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence contain an untrue statement of a registration statement covering such sales material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities (in Prospectus forming part of any such case, such period being called the "Shelf Registration Period"Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall be deemed not and the Guarantor further agree, if necessary, to have used its best efforts to keep supplement or amend the Shelf Registration Statement effective during Statement, as required by Section 3(b) below, and to furnish to the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Registrable Securities covered thereby not copies of any such supplement or amendment as promptly as reasonably practicable after being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition used or divestiture of assets, so long as the Company promptly thereafter complies filed with the requirements of Section 5(j) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay PeriodSEC.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 2 hereof, or (ii) if for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in reason the Exchange Offer Registration Statement is not appropriate or available for such resales declared effective within 150 days following the date of original issuance of the Senior Notes, or (Ciii) if for any other reason the Registered Exchange Offer is not consummated within 180 days following the date original issuance of the Senior Notes, or (iv) if any Purchaser so requests with respect to Senior Notes held by it following consummation of the Registered Exchange Offer, or (v) if any Holder (other than a Purchaser) is a broker-dealer and owns not eligible to participate in the Registered Exchange Offer or (vi) in the case of any Purchaser that participates in the Registered Exchange Offer or acquires Exchange Notes acquired directly from the Company or pursuant to Section 2(f) hereof, such Purchaser does not receive freely tradeable Exchange Notes in exchange for Senior Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Senior Notes shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Senior Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause (i) as promptly as practicable (but in no event more than 30 days after so required or requested pursuant to be declared effective under this Section 3) file with the Act on or prior to 220 days (plus any additional days allowed as Commission a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement shelf registration relating to the offer and sale of the Transfer Restricted Securities Senior Notes or the Exchange Notes (the "Shelf Registration Statement"), as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and as set forth in such Shelf Registration StatementStatement and in accordance with Rule 415 under the Act; provided, however, that with respect to Exchange Notes received by an Initial a Purchaser in exchange for Transfer Restricted Securities Senior Notes constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.Statement and (ii) cause the Shelf Registration Statement to be declared effective under the Act by the 180th day after the original issuance of the Senior Notes (or promptly in the event of a request by an Initial Purchaser); and (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective and generally usable for resales in order to permit the Prospectus forming part thereof contained therein to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such its effective date if such Shelf Registration Statement is filed at the request of an the Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Senior Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (i) because of any change in law or applicable interpretations thereof by the Company is Commission’s staff, the Issuer and Parent determine upon advice of outside counsel that they are not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy Section 2 hereof, or (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective by August 1, 2013 or available for such resales the Registered Exchange Offer is not consummated on or prior to the later of (x) August 31, 2013 and (y) 30 business days following the initial effectiveness date of the Exchange Offer Registration Statement, or (Ciii) it any Purchaser so requests with respect to Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Notes in a Registered Exchange Offer or, in the case of any Purchaser that participates in any Registered Exchange Offer, such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than a Purchaser) is a broker-dealer not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Notes in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Issuer and owns Notes acquired directly from Parent within the Company or an Affiliate meaning of the Securities Act (it being understood that, for purposes of this Section 43, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange New Notes acquired in exchange for such Original Notes shall result in such Exchange New Notes being not "“freely tradeable" ” but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Original Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "“freely tradeable"”), the following provisions shall apply: (a) The Company Issuer and Parent shall as promptly as practicablepracticable (but in no event after the later of (i) May 1, 2013 or (ii) 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best their commercially reasonable efforts to cause to be declared become effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission Delay Period) after the date of original issuance of the Notesas, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Original Notes or the New Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration StatementStatement (such Original Notes or New Notes, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as “Registration Securities”); provided, however, that that, with respect to Exchange New Notes received by an Initial a Purchaser in exchange for Transfer Restricted Securities Original Notes constituting any portion of an unsold allotment of Notesallotment, the Company Issuer and Parent may, if permitted by current interpretations by the Commission's ’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and Parent shall include the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Company Issuer and Parent shall use its best their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years one year from the date the Shelf Registration statement Statement becomes effective or is declared effective by the Commission (or until one year after designated as such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Original Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "“Shelf Registration Period"”). The Company Issuer and Parent shall be deemed not to have used its best their commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it the Issuer or Parent voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, law or (ii) such action is taken by the Company such party in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and Parent hereunder), including the acquisition or divestiture of assets, so long as the Company Issuer and Parent promptly thereafter complies comply with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, If (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) if for any other reason the Registered Exchange Offer is not permitted consummated by applicable law or Commission policy December 31, 1997, or (iiiii) any Holder of Transfer Restricted Securities notifies if the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may Initial Purchaser so requests with respect to Notes not resell the eligible to be exchanged for Exchange Notes acquired by it in the Registered Exchange Offer and held by it following consummation of the Registered Exchange offer, or (iv) if any Holder (other than the Initial Purchaser) is not eligible to the public without delivering a prospectus, and the prospectus contained participate in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales or (Cv) it is a broker-dealer if the Initial Purchaser participates in the Registered Exchange Offer and owns acquires New Notes acquired directly from the Company or pursuant to Section 2(f) hereof, but such Initial Purchaser does not receive freely tradeable New Notes in exchange for Notes constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange New Notes acquired in exchange for such Notes shall result in such Exchange New Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange New Notes being not "freely tradeable"), the following provisions shall apply: (a) The Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities Notes or the New Notes, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with respect to Exchange New Notes received by an the Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from after the date the Shelf Registration statement is declared effective by the Commission Closing Date (or until one year after such effective date Closing Date if such Shelf Registration Statement is filed at the request of an the Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities Notes or New Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration PeriodPeriod "). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable. (c) No Holder of Notes or New Notes may included any of its Notes or New Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 business days after receipt of a written request therefor, such information specified in Item 507 and Item 508, as applicable, of Regulation S-K under the Act or any other information required by the Act or applicable state securities laws for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. No Holder of Notes or New Notes shall be entitled to Special Interest (iiias defined in the Final Memorandum) unless and until such action is taken because of any fact or circumstance giving rise Holder shall have used its best efforts to a Supplement Delay Periodprovide all such reasonably requested information.

Shelf Registration. If, (a) If (i) the Company is not required permitted to file the Exchange Offer Registration Statement nor permitted or to Consummate the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy or policy, (ii) prior to the 60th day preceding the Filing Date (1) any Holder of Transfer Restricted Securities notifies the Company Issuer that due to a change in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by applicable law or Commission policy from participating it is not entitled to participate in the Registered Exchange Offer, (B) offer or that it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, complying with the registration and prospectus delivery requirements of the Act and the prospectus delivery of the Prospectus contained in the Exchange Offer Registration Statement Statement, as appropriately amended, is not appropriate or a legally available for such resales alternative or (C2) any Holder notifies the Issuer that it is a broker-dealer and owns Notes (including, without limitation, Notes held by any of the Initial Purchasers that constitute any portion of an unsold allotment) acquired directly from the Company Issuer or an Affiliate of the Issuer, (iii) the Registered Exchange Offer is not Consummated within 180 days of the Filing Date, or (iv) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Transfer Restricted Notes shall result in such Exchange Notes being not "freely tradeabletradable" but and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Transfer Restricted Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeabletradable"), the following provisions shall apply: (ab) The Company Issuer shall as promptly as practicable, prepare and file with the Commission a Shelf Registration Statement prior to the later of (i) the Filing Date, (ii) if such Shelf Registration Statement is required pursuant to Section 3 (a) (i), (ii), or (iv), the 60th day following the Shelf Registration Trigger Date (or if such 60th day is not a Business Day, by the first Business Day thereafter) and thereafter (iii) if such Shelf Registration Statement is required pursuant to Section 3 (a) (iii), the 215th day following the Filing Date (or, if such 215th day is not a Business Day, by the first Business Day thereafter). The Issuer shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities by the Holders from time to time in accordance with Commission as promptly as possible following the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that with filing thereof. With respect to Exchange Notes received by an any Initial Purchaser in exchange for Transfer Restricted Securities Notes constituting any portion of an unsold allotment of Notesallotment, the Company Issuer may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this paragraph (ab) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, as and governed by the provisions herein applicable to, a Shelf Registration Statement. (bc) The Company Issuer shall use its best efforts to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period until the earliest of two years from (i) the 180th day following the date on which the Shelf Registration statement is Statement was declared effective by the Commission and (or until one year after ii) such effective date if such Shelf Registration Statement is filed at the request as of an Initial Purchaser) or such shorter period that will terminate when (i) which all the Transfer Restricted Securities covered by the Shelf Registration Statement Notes have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company Issuer shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities Notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is (x) required by applicable lawlaw or (y) pursuant to Section 3(d) hereof, (ii) such action is taken by the Company and, in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assetseither case, so long as the Company Issuer promptly thereafter complies with the requirements of Section 5(j5(k) hereof, if applicable applicable. (d) The Issuer may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be determined by the Issuer in its sole reasonable judgment (iiinot including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuer promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable. (e) No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such action Holder furnishes to the Issuer in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is taken because of any fact or circumstance giving rise being effected agrees to a Supplement Delay Periodfurnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Holder not misleading.

Shelf Registration. If, (a) If (i) due to any change in law or applicable ------------------ interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because the Registered Exchange Offer is not permitted as contemplated by applicable law or Commission policy or Section 2 hereof; (ii) for any Holder of Transfer Restricted Securities notifies the Company in writing within 10 business days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in other reason the Exchange Offer Registration Statement is not appropriate declared effective within 210 days of the date of original issuance of the Securities or available the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such resales Holder being an Affiliate of the Company; or (Cv) it is a broker-dealer and owns Notes acquired directly from in the Company case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an Affiliate unsold allotment (it being understood that, for purposes of this Section 4, that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeable" but "; and (y) the requirement that an Exchanging Dealer deliver a an Exchange Offer Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall as promptly as practicable, file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Notes New Securities received by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notesallotment, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K Items 507 and/or 508K, as applicable, in satisfaction of its obligations under this paragraph (a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and be governed by the provisions herein applicable to, a Shelf Registration Statement. (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). Notwithstanding the foregoing, during any 365-day period, the Company may delay filing or suspend the effectiveness of any Registration Statement or require Holders not to sell any New Securities or Securities pursuant to an effective Registration Statement for up to 3 periods (each a "Suspension Period") of up to 60 consecutive days (except for the consecutive 45-day period immediately prior to maturity of the Securities) but not more than an aggregate of 90 days during any 365-day period, if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that may require disclosure in such Registration Statement and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its stockholders or if obtaining any financial statements relating to an acquisition or business combination required to be included in such Registration Statement would be impracticable. In such a case, the Company shall promptly notify any such Holder of the suspension of such Registration Statement's effectiveness or the requirement that such Holder not sell any New Securities or Securities pursuant to an effective Registration Statement; provided, that such notice shall not require the Company to disclose the possible acquisition or business combination or other transaction, business development or event if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential. Upon the abandonment, consummation or termination of the possible acquisition or business combination or other transaction, business development or event or the availability of the required financial statements with respect to a possible acquisition or business combination, the suspension of the use of such Registration Statement pursuant to this paragraph shall cease and the Company shall promptly comply with the first paragraph of Section 5(b) hereof and notify such Holders that the use of the prospectus contained in such Registration Statement, as amended or supplemented, as applicable, may resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance provide sufficient copies of the Company's obligations hereunder)latest version of such prospectus to such broker-dealers, including the acquisition or divestiture of assetspromptly upon written request, so long as the Company promptly thereafter complies with the requirements of Section 5(j) hereofand in no event later than two Business Days after such request, if applicable or (iii) at any time during such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodperiod.

Shelf Registration. IfFollowing the 135-day period after the Closing Date, (i) if because of any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not required to file the Exchange Offer Registration Statement nor permitted to Consummate effect the Registered Exchange Offer because as contemplated by Section 2 hereof, or (ii) if for any other reason the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 135 days of the filing and effectiveness under Closing Date, or (iii) if the Act Holders of the Exchange Offer Registration Statement a majority in principal amount of Securities determine in good faith that (Ax) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may they are not resell the Exchange Notes acquired by it eligible to participate in the Registered Exchange Offer to or (y) the public without delivering a prospectus, and the prospectus contained New Securities such Holders would receive in the Registered Exchange Offer Registration Statement is not appropriate or available for could only be reoffered and resold by such resales Holders upon compliance with the registration and prospectus delivery requirements of the Act or (Civ) it is a broker-dealer if the Initial Purchaser (A) participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof and owns Notes acquired directly from (B) does not receive freely tradable New Securities in exchange for Securities purchased in the Company or an Affiliate Initial Placement (it being understood that, for purposes of this Section 43, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes New Securities acquired in exchange for such Notes Securities shall result in such Exchange Notes New Securities being not "freely tradeabletradable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes New Securities acquired in the Registered Exchange Offer in exchange for Notes Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes New Securities being not "freely tradeabletradable"), the following provisions shall apply: (a) The Company shall as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3) file with the Commission and thereafter shall use its best efforts to cause to be declared effective under the Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, as applicable, by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement and Rule 415 under the Act, howeverPROVIDED, that with respect to Exchange Notes New Securities received by an the Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notespurchased in the Initial Placement, the Company may, if permitted by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.; and (b) The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective under the Act within 45 days after so required or requested to file such Shelf Registration Statement pursuant to this Section 3, and shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years from the date the Shelf Registration statement Statement is declared effective by the Commission (or until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales or (iii) the date on which there ceases to be outstanding any Transfer Restricted Securities Statement (in any such case, such period being called the "Shelf Registration Period"). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 5(j4(k) hereof, if applicable or (iii) such action is taken because of any fact or circumstance giving rise to a Supplement Delay Periodapplicable.

Shelf Registration. If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect an Exchange Offer, and would otherwise be required to file the effect an Exchange Offer Registration Statement nor permitted pursuant to Consummate Section 1 hereof, (ii) the Registered Exchange Offer because the Registered Exchange Offer is not permitted by applicable law or Commission policy or (ii) any Holder of Transfer Restricted Securities notifies the Company in writing consummated within 10 business 60 days of the filing and effectiveness under the Act of the Exchange Offer Registration Statement that Trigger Date (A) it is prohibited by law or Commission policy from participating in the Registered Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus, and the prospectus contained in 90 days if the Exchange Offer Registration Statement is reviewed by the Commission) and, at such time, any Initial Securities are not appropriate Freely Transferable, (iii) the Initial Purchaser so requests with respect to the Initial Securities (or available the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following consummation of the Exchange Offer (and such resales Initial Securities are not otherwise Freely Transferable), (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange (and such Initial Securities are not otherwise Freely Transferable) or (Cv) it is a broker-dealer and owns Notes acquired directly from the Initial Purchaser so requests with respect to Initial Securities that constitute any portion of the Initial Purchaser’s unsold allotment that cannot be sold by the Initial Purchaser in reliance on Rule 144 of the Securities Act, the Company or an Affiliate (it being understood that, for purposes of this Section 4, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradeable"), take the following provisions shall applyactions: (a) The Company shall shall, at its cost, as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its best commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act on or prior to 220 days (plus any additional days allowed as a result of a Commission Delay Period) after the date of original issuance of the Notes, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that with respect no Holder (other than the Initial Purchaser) shall be entitled to Exchange Notes received have the Securities held by an Initial Purchaser in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, the Company may, if permitted it covered by current interpretations by the Commission's staff, file a post-effective amendment to the Exchange Offer such Shelf Registration Statement containing the information required unless such Holder agrees in writing to be bound by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by all the provisions herein of this Agreement applicable to, a Shelf Registration Statementto such Holder. (b) The Company shall use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable by Holders for a period of two years from the date the Shelf Registration statement is declared effective lawfully delivered by the Commission (or Holders of the relevant Securities until one year after such effective date if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when (i) all the Transfer Restricted Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, thereto or (ii) the date on which, are Freely Transferable in the opinion case of counsel to the Company, all of the Transfer Restricted Securities then held by the Holders may be sold by such Holders in the public United States securities markets in the absence of a registration statement covering such sales clauses (i) through (iv) above or (iii) can be sold in reliance on Rule 144 by the date on which there ceases to be outstanding any Transfer Restricted Securities Initial Purchaser in the case of clause (in any such case, such period being called the "Shelf Registration Period")v) above. The Company shall be deemed not to have used its best commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (i) such action is required by applicable law, (ii) such action is taken as reasonably determined by the Company in its good faith judgment. (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and for valid business reasons (not including avoidance the related prospectus and any amendment or supplement thereto, as of the Company's obligations hereunder)effective date of the Shelf Registration Statement, including the acquisition amendment or divestiture of assetssupplement, so long as the Company promptly thereafter complies (i) to comply in all material respects with the applicable requirements of Section 5(jthe Securities Act and the rules and regulations of the Commission and (ii) hereof, if applicable or (iii) such action is taken because not to contain any untrue statement of any a material fact or circumstance giving rise omit to state a Supplement Delay Periodmaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.