Common use of Shelf Registration Clause in Contracts

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or 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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 240 180 days of the date of the original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days 45 Business Days of the date of original issuance the effectiveness of the SecuritiesExchange Offer Registration 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; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer Offer, or in the case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradeable tradable New Securities in the Registered Exchange Offer Offer, other than by reason of such Holder being an Affiliate of the CompanyCompany (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of New Securities shall not result in such New Securities being not "freely tradable"); 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 Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company and the Guarantors shall as promptly as practicable (but in no event more than 45-90 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 Securities Act a Shelf Registration Statement in accordance with Rule 415 under the Act relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company and the Guarantors shall use its their respective reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) 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 '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 4(k5(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; on or prior to April 30, 1997, or (iii) any the 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 Notes held by it as a result of the purchase of such Notes directly from the Company following consummation of the Registered Exchange Offer; , or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does not the New Notes such Holder would receive freely tradeable New Securities in the Registered Exchange Offer other than could only be reoffered and resold by reason of such Holder being an Affiliate upon compliance with the registration and prospectus delivery requirements of the Company; Securities Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable tradable New Securities Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Notes shall result in such New Securities Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesNotes, 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 Statement and Rule 415 under 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 furtherAct, provided, that with respect to New Securities Notes received by an the Initial -------- Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented and amended as required by to be declared effective under the Securities Act, Act on or prior to 45 days after filing such Shelf Registration Statement pursuant to this Section 3 and to keep 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 or, if Rule 144(k) under the Securities Act is amended to provide allow for resales pursuant to such Rule after a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities notes covered thereby not being able to offer and sell such Securities notes during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k5(k) hereof, if applicable. (c) No Holder of Notes or New Notes may include 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 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 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 misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the SecuritiesClosing 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 it them 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 Holder being an Affiliate of the CompanyOffer; or (v) in the case of any the Initial Purchaser Purchasers that participates participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers and the Guarantors shall effect 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 Company shall Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant use their reasonable best efforts 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 Securities Act within 270 days of the Closing Date, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Issuers 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Issuers and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is 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 assetsassets and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, so long as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 days of the date of original issuance of the Securities; 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 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 Holder being an Affiliate of the CompanyOffer; or 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (b) (i) 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 practicable (but in no event more than 45-90 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 reasonable best efforts to cause to be declared effective under the Securities Act within 180 days after so requested or required pursuant to this Section 3 (such day being an “Effectiveness Deadline”) a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is and the Issuer are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 135 days of after the date of original issuance of the Securities Closing Date or the Registered Exchange Offer is not consummated within 270 165 days of after the date of original issuance of the Securities; Closing Date, or (iii) any Initial the Purchaser so requests with respect to Securities that are (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in the a Registered Exchange Offer and or, in the event that are held by it following consummation of the Purchaser participates in any Registered Exchange Offer; , the Purchaser does not receive freely tradable New Securities, or (iv) any Holder (other than an Initial the Purchaser) is 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 tradeable tradable New Securities in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial the Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Issuer and the Company shall as promptly as practicable (but in no event more than 45-30 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 Securities Act a Shelf Registration Statement relating to the offer and sale of the 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; providedStatement (such Securities or New Securities, howeveras applicable, that no Holder (other than an Initial Purchaser) shall to be entitled to have the Securities held sold by it covered by such Holders under such Shelf Registration Statement unless such Holder agrees in writing being referred to be bound by all of the provisions of this Agreement applicable to such Holderherein as "Registration Securities"); and provided furtherPROVIDED, that HOWEVER, that, with respect to New Securities received by an Initial the Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer and 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Issuer and the Company shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; hereof or (ii) for any reason other reason than those specified clause (i) above, the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 150 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 of original issuance of on which the Securities; Exchange Offer was commenced or (iii) any the 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 Notes held by it following consummation of the Registered Exchange Offer; , or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does has participated in the Exchange Offer and has received Exchange Notes that are 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 (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall and the Subsidiary Guarantors shall, as promptly as practicable (but in no any event more than 45-on or prior to 60 days after so required or requested pursuant to this Section 3such filing obligation arises), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesExchange 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 Statement and Rule 415 under 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 Act, provided furtherthat, that with respect to New Securities Exchange Notes received by an the Initial Purchaser in exchange for Securities Notes constituting any portion of an unsold allotment, the Company and the Subsidiary 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company and the Subsidiary Guarantors shall use its reasonable their best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented and amended as required by to be declared effective under the Securities Act, Act as promptly as possible after filing such Shelf Registration Statement pursuant to this Section 3 and to keep 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any change in law or applicable interpretations thereof by the Commission’s staffStaff, the Company Partnership determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 260 days of the date of original issuance of the Securitieshereof; (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 PurchaserPurchaser or an Affiliate of the Partnership) 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 Holder being an Affiliate of the CompanyOffer; 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 tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”tradable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”tradable"), the Company Partnership shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3), file with the Commission and thereafter Partnership shall use its reasonable best efforts to cause to be declared effective under the Securities Act file a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Partnership shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or may be sold pursuant to Rule 144(k) under the 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company Partnership in good faith and for valid business reasons (not including avoidance of the Company’s Partnership's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company Partnership promptly thereafter complies with the requirements of Section 4(k5(k) hereof, if 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 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 omit to state a material 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. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers and the Guarantors determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 375 days of the date of original issuance of the SecuritiesClosing 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 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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers and the Guarantors shall effect 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 Company shall Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant use their reasonable best efforts 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 Securities Act within 375 days, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Issuers 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Issuers and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is 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 assetsassets and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, so long as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to any change in applicable law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 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 is not declared effective within 240 180 days of following the date of the original issuance of the Securities Notes or the Registered Exchange Offer is not consummated within 270 210 days of following the date of the original issuance of the SecuritiesNotes; (iii) any Initial Purchaser so requests with respect to Securities Notes that are not eligible to be exchanged for New Securities Exchange Notes 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) of Transfer Restricted Securities is not eligible to participate in the Registered Exchange Offer or does not receive freely tradeable New Securities Exchange Notes in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyCompany (it being understood that the requirement that a participating Broker-Dealer deliver the Prospectus contained in the Exchange Offer Registration Statement in connection with sales of Exchange Notes shall not result in such Exchange Notes being not "freely tradeable"); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant Exchange Notes from the Company as a result of its determination that it is not eligible to Section 2(f) hereofparticipate in the Exchange Offer with respect to any unsold Notes, such Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”"; and (y) the requirement that an Exchanging a participating Broker-Dealer deliver an Exchange Offer delivers a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 330 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that the requirement that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-240 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 Securities Act within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”)Statement. 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 mergers and combinations and similar events, and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; 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 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 Holder being an Affiliate of the CompanyOffer; or 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) 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 practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s '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 4(k4(j) hereof, if applicable.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 days of the date of original issuance of the Securitieshereof; (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 Securities; other than by reason of such Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment allotment, other than by reason of such Initial Purchaser being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-than120 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 a Shelf Registration Statement relating to the offer and sale of the 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 PurchaserPurchasers) 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 after the date the Shelf Registration Statement is declared effective by the Commission Closing Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assetsassets (to the extent permitted by the terms of the Indenture), so long as the Company promptly thereafter complies with the requirements of Section 4(k5(k) hereof, if 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 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 omit to state a material 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. (a) If (i) due to any change in applicable law or applicable interpretations thereof by the Commission’s staff, the Company determines and the Guarantors determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 225 days of the date of original issuance of the SecuritiesRefinancing Completion 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 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 transferable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyOffer; 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 transferable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an such Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; transferable” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeabletransferable”), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company and the Guarantors shall as promptly as practicable (but in no event more than 45-60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective under the Securities Act within 90 days after being so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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, further that with respect to New Securities received by an any Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Subject to Section 4(k)(ii), the Company and the Guarantors shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (A) the first anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”)or are no longer outstanding. The Company and the Guarantors shall be deemed not to have used its commercially reasonable best 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long and (y) permitted pursuant to Section 4(k)(ii) hereof. (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 Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Operating Partnership and the Company determines determine upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of 45 Business Days after the 240th day following the date of original issuance of the Securitieshereof; (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) upon request by any Holder (other than an Initial Purchaser) that 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 Holder being an Affiliate of the CompanyOffer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f2(g) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Operating Partnership and the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Operating Partnership and the Company shall as promptly as practicable (but in no event more than 45-90 days after becoming 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 within 180 days after becoming so required or requested, 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 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Operating Partnership and the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission (or such shorter period that will terminate when becomes effective in the case of an Automatic Shelf Registration Statement) until (A) the first anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called Statement. Each of the “Shelf Registration Period”). The Operating Partnership and 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 Securities or New Securities covered thereby not being able to offer and sell such Securities or New Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 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 or the 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 amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) the Company is not required to file the Exchange Offer Registration Statement for any reason other reason than those specified in clause (i) above, or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities appropriate or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; available for such resales by such Holder, or (iiiC) 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 Holder being is an Affiliate Exchanging Dealer and holds Initial Notes acquired directly from the Company or one of the Company; 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 Securities constituting any portion of an unsold allotment its affiliates (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3)practicable, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesExchange 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 Statement and Rule 415 under 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 Act, provided furtherthat, that with respect to New Securities Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Securities Initial 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented to be filed on or prior to the 90th calendar day after the Closing Date and amended as required by declared effective under the Securities Act, 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 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Initial Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 the Company voluntarily takes any action that would result in Holders of Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (Ai) such action is required by applicable law; , (ii) the Company complies with this Agreement or (Biii) 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 's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k4(m) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or ------------------- applicable interpretations thereof by the Commission’s 's staff, the Company determines and the Guarantors determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 345 days of after the date of original issuance of the Securities Closing Date or the Registered Exchange Offer is not consummated within 270 375 days of after the date of original issuance of the Securities; Closing Date, or (iii) if any Initial Purchaser so requests with respect to Securities that are (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in the a Registered Exchange Offer and or, in the case of any Initial Purchaser that are held by it following consummation of the 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 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 Holder being an Affiliate of the Company; or (v) or, in the case of any Initial Purchaser such Holder that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereofOffer, such Initial Purchaser Holder does not receive freely tradeable New Securities in exchange for Securities constituting any portion tendered Securities, other than by reason of such Holder being an unsold allotment affiliate of the Company within the meaning of the Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company and the Guarantors shall as promptly as practicable (but in no event not more than 45-30 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 a Shelf Registration Statement relating to the offer and sale of the 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; providedStatement (such Securities or New Securities, howeveras applicable, that no Holder (other than an Initial Purchaser) shall to be entitled to have the Securities held sold by it covered by Holders under such Shelf Registration Statement unless such Holder agrees in writing being referred to be bound by all of the provisions of this Agreement applicable to such Holderherein as "Registrable Securities"); and provided furtherprovided, that with respect to New Securities received by an Initial a -------- Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company and the Guarantors shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) 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 a Purchaser) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 reasonable 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 '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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 150 days of after the date of the original issuance of the Securities Series A Bonds or the Registered Exchange Offer is not consummated within 270 180 days of after the date of the original issuance of the SecuritiesSeries A Bonds; (iii) any the 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 the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does and so notifies the Company as soon as practicable, but in any event not receive freely tradeable New Securities in later than 30 days following the consummation of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyOffer; or (v) in the case of any the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities or Series A Bonds constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities or Series A Bonds shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities or Series A Bonds acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the Securities Securities, the Series A Bonds 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 the Initial Purchaser) shall be entitled to have the Securities or Series A Bonds 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 New Securities received by an the Initial Purchaser in exchange for Securities or Series A Bonds constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s 's staff, file a post-post- effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities Securities, the Series A Bonds or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities or Series A Bonds covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 60 days following the effectiveness of the Exchange Offer Registration Statement; (iii) for any other reason the Registered Exchange Offer is not consummated within 240 days of the date of original issuance of the SecuritiesClosing Date; (iiiiv) 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; (ivv) 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 Holder being an Affiliate of the CompanyOffer; or (vvi) 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 (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-60 days after so required or requested pursuant to this Section 33 ), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act within 150 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary of the Closing Date or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”)Statement. 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) the Company is not required to file the Exchange Offer Registration Statement for any reason other reason than those specified in clause (i) above, or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities appropriate or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; available for such resales by such Holder, or (iiiC) 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 Holder being is an Affiliate Exchanging Dealer and holds Initial Notes acquired directly from the Company or one of the Company; 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 Securities constituting any portion of an unsold allotment its affiliates (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3)practicable, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesExchange 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 Statement and Rule 415 under 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 Act, provided furtherthat, that with respect to New Securities Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Securities Initial 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented to be filed on or prior to the 90th calendar day after the Closing Date and amended as required by declared effective under the Securities Act, 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 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Initial Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”"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 the Company voluntarily takes any action that would result in Holders of Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (Ai) such action is required by applicable law; , (ii) the Company complies with this Agreement or (Biii) 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 's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k4(m) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to 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 Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities by July 27, 2013 or the Registered Exchange Offer is not consummated within 270 on or prior to the later of (x) August 26, 2013 and (y) 30 business days following the initial effectiveness date of the date of original issuance of the Securities; Exchange Offer Registration Statement, or (iii) any Initial Purchaser so requests with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) is 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 tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Company within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall as promptly as practicable (but in no event more than 45-after the later of (i) April 28, 2013 and (ii) 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared become effective under the Securities Act Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the Securities Original Notes or the New SecuritiesNotes, 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 (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 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 furtherthat, that with respect to New Securities Notes received by an Initial a Purchaser in exchange for Securities Original Notes constituting any portion of an unsold allotment, 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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 Company shall include the information required by Rule 430B(b)(2)(iii) under the Securities Act. (iib) The Company shall use its commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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) one year from the date the Shelf Registration Statement becomes effective or is declared effective by the Commission designated as such or such shorter period that will terminate when all the Securities Original Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Company shall be deemed not to have used its commercially reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period Shelf Registration Period if it the Company voluntarily takes any action that would result in Holders of Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 Company hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company and the Guarantors determines upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 410 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company and the Guarantors shall as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3), file with the Commission and thereafter the Company and the Guarantors shall use its their reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 until all 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement are Freely Transferable (in any such case, such period being called the “Shelf Registration Period”). The Each of the Company and the Guarantors 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) 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 Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as each of the Company and the Guarantors promptly thereafter complies with the requirements of Section 4(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities by November 21, 2014 or the Registered Exchange Offer is not consummated within 270 on or prior to the later of (x) December 21, 2014 and (y) 30 business days following the initial effectiveness date of the date of original issuance of the Securities; Exchange Offer Registration Statement, or (iii) any Initial Purchaser so requests with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) is 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 tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer and Parent within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuer and Parent shall as promptly as practicable (but in no event more than 45-after the later of (i) August 23, 2014 or (ii) 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared become effective under the Securities Act Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the Securities Original Notes or the New SecuritiesNotes, 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 (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 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 furtherthat, that with respect to New Securities Notes received by an Initial a Purchaser in exchange for Securities Original Notes constituting any portion of an unsold allotment, the Company Issuer and Parent 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-KK Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this subsection 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. (iib) The Company Issuer and Parent shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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) one year from the date the Shelf Registration Statement becomes effective or is declared effective by the Commission designated as such or such shorter period that will terminate when all the Securities Original Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 their commercially reasonable best 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 150 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of hereof, provided that the Securities; Company may terminate such obligation if the Exchange Offer is subsequently consummated, (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; , or (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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3), file 3 with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act as promptly as practicable after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary of the Closing Date or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant cease to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”)be Registerable Securities. 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Company shall cause (A) the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofthe Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, if applicableas of the effective date of the Shelf Registration Statement or such amendment or supplement, any Issuer Free Writing Prospectus and any Issuer Information, 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 statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securitieshereof; (iii) any Holder (other than the Initial Purchaser Purchasers) is not eligible to participate in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; (iv) based on their reasonable opinion, the Initial Purchasers so requests request 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 them following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible , such request being in writing and delivered 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 Holder being an Affiliate of the Company; or (v) in the case of any that the Initial Purchaser that participates Purchasers participate in the Registered Exchange Offer or acquires acquire New Securities pursuant to Section 2(f) hereof, such in their reasonable opinion the Initial Purchaser does Purchasers do not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (xA) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; ” and (yB) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 commercially reasonable best efforts to cause to be declared effective under the Securities Act within 270 days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the 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 the Initial PurchaserPurchasers) 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 HolderHolder (it being understood that Holders who would have received freely transferable Securities pursuant to the Registered Exchange Offer had they not (A) failed to duly tender their Securities for exchange pursuant to the Registered Exchange Offer (other than the Initial Purchasers in connection with Securities held by them constituting any portion of an unsold allotment), or otherwise failed to comply with the requirements of the 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 Securities owned by them included in any Shelf Registration Statement); and provided furtherfurther that, that with respect to New Securities received by an the Initial Purchaser Purchasers in exchange for Securities constituting any portion of an unsold allotment, 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-KK of the Act, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to shall, except as permitted under Section 4(k)(ii) hereof, keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the first anniversary thereof or such shorter period that will terminate when (B) the earlier date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Statement. (in any such case, such period being called the “Shelf Registration Period”). iii) The Company shall be deemed not to have used its reasonable 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 Securities covered thereby not being able to offer and sell Shelf Registration Statement or such Securities during that periodamendment or supplement, unless (A) such action is required by to comply in all material respects with the applicable lawrequirements of the Act; or and (B) 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 the case of the Company’s obligations hereunder)Prospectus, including in the acquisition or divestiture light of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(kcircumstances under which they were made) hereof, if applicablenot misleading.

Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any change in applicable law or applicable interpretations thereof by the Commission’s staffStaff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 225 days of the date of original issuance of the Securitieshereof; (iii) any Initial Purchaser so requests requests, within the 90-day period specified in Section 2(f) above, 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 PurchaserPurchaser or an Affiliate of the Company) is not eligible to participate in the Registered Exchange Offer because of any applicable laws or does not receive freely tradeable New Securities in interpretations thereof by the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyStaff; 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 tradable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”tradable"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. In the case of clause (ii) of this Section 3(a), if the Registered Exchange Offer is consummated, the Company may terminate any Shelf Registration Statement then in effect, without penalty, at any time. (i) The Company shall as promptly as practicable (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 file a Shelf Registration Statement relating to the offer and sale of the 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) 60 days after so required or requested pursuant to this Section 3, and (B) 90 days after the date hereof (or, if such 60th or 90th day, as applicable, is not a Business Day, the next succeeding Business Day), such later date being referred to herein as the "Self Filing Date;" and thereafter the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Act on or before 90 days after the Shelf Filing Date (or, if such 90th day is not a Business Day, the next succeeding Business Day; 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or may be sold pursuant to Rule 144(k) under the Act (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 the Company voluntarily takes any action that would result in Holders of Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (A) such action is required by applicable law; law or (B) 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 assetsassets or other material corporate transaction or event, so long as the Company promptly thereafter complies with the requirements of Section 4(k5(k) hereof, if 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 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 omit to state a material 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. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 315 days of the date of original issuance of the SecuritiesIssue Date; or (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in notifies us within 20 Business Days following 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) Offer that it is not eligible permitted by applicable law or Commission policy to participate in the Registered Exchange Offer or does Offer, that it may not receive freely tradeable resell New Securities with the Prospectus contained in the Registered Exchange Offer other than by reason of such Holder being Registration Statement, or that it is a Broker-Dealer and owns Securities acquired directly from the Company or from an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 commercial efforts to cause to be declared effective under the Securities Act no later than 345 days after the Issue Date a Shelf Registration Statement relating to the offer and sale of the 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 and; provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best commercial efforts to keep the Shelf Registration Statement continuously 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 Issue Date (plus the Shelf Registration Statement is declared effective by the Commission number of days in any Suspension Period) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”), provided, however, that the Company shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Shelf Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; and provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reasons shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default, as hereinafter defined, shall occur) and (ii) the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a “Suspension Period”; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed. The Company shall be deemed not to have used its reasonable best commercial efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; permitted pursuant to the preceding sentence or (B) such action is taken required by applicable law. (iii) The Company shall cause the Company in good faith 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 or such amendment or supplement, including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies (A) to comply in all material respects with the applicable requirements of Section 4(kthe Securities Act and the rules and regulations of the Commission; and (B) hereofnot 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 statements therein, if applicablein the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities by November 29, 2011 or the Registered Exchange Offer is not consummated within 270 on or prior to the later of (x) December 29, 2011 and (y) 30 business days following the initial effectiveness date of the date of original issuance of the Securities; Exchange Offer Registration Statement, or (iii) any Initial Purchaser so requests with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) is 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 tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer and Parent within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuer and Parent shall as promptly as practicable (but in no event more than 45-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 their commercially reasonable best efforts to cause to be declared become effective under the Securities Act Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the Securities Original Notes or the New SecuritiesNotes, 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 (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 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 furtherthat, that with respect to New Securities Notes received by an Initial a Purchaser in exchange for Securities Original Notes constituting any portion of an unsold allotment, the Company Issuer and Parent 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-KK Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this subsection 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. (iib) The Company Issuer and Parent shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 becomes effective or is declared effective by the Commission designated as such or such shorter period that will terminate when all the Securities Original Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 their commercially reasonable best 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is has not declared become effective under the Act within 240 180 days of the date of the original issuance of the Securities or the Registered Exchange Ex- change Offer is not consummated within 270 days of 30 Business Days after the date of original issuance of the SecuritiesExchange 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; (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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3)practicable, file with the Commission and thereafter shall use its reasonable their best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company Issuers shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously 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 is declared effective ef- fective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Company Issuers shall be deemed not to have used its reasonable 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) 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 4(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securities; hereof, or (iii) any iii)the 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 (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does and so notifies the Company as soon as practicable, but in any event not receive freely tradeable New Securities in later than 30 days following consummation of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; Offer, or (v) in the case of any the 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 (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-30 days after so required or requested pursuant to this Section 3), file with the Commission Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act Act, a Shelf Registration Statement relating to the offer and sale of the 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 that, 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 New Securities received by an the Initial NYDOCS01/565802 2 Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 as promptly as practicable thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to because of any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any reason other reason than those specified in clause (i) above, the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 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 of original issuance of on which the Securities; Exchange Offer was commenced (or longer period required by applicable law), or (iii) any Initial Purchaser so requests requests, with respect to Securities that are Notes not eligible to be exchanged for New Securities Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer within 120 days following consummation of the Exchange Offer; , or (iv) any Holder (other than an the Initial PurchaserPurchasers) 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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)Offer, the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no any event more than 45-on or prior to 60 days after so required or requested pursuant to this Section 3such filing obligation arises), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New SecuritiesNotes, as applicable, not eligible to be exchanged for Exchange 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 Statement and Rule 415 under 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 HolderAct; and provided further-------- that, that with respect to New Securities Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented and amended as required by to be declared effective under the Securities Act, Act on or prior to 60 calendar days after filing such Shelf Registration Statement pursuant to this Section 3 and to keep 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations -------------------- thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securitieshereof; (iii) any the 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 the 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 Holder being an Affiliate of the CompanyOffer; 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 hereof and does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-120 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 a Shelf Registration Statement relating to the offer and sale of the 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 the 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 New Securities received by an the -------- ------- Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company Issuers shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission (or for a period of one year from such effective date if such Shelf Registration Statement is filed at the request of the Initial Purchaser) or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Company Issuers shall be deemed not to have used its reasonable 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) 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, so long as the Company Issuers promptly thereafter complies comply with the requirements of Section 4(k) hereof, if 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 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 omit to state a material 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. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securitieson or prior to January 14, 2019; (iii) any Initial Purchaser Dealer Manager 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 Purchasera Dealer Manager) 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 Holder being an Affiliate of the CompanyOffer; or (v) in the case of any Initial Purchaser Dealer Manager that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser Dealer Manager does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser a Dealer Manager deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-90 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 Securities Act Act, within 180 days of the date the Company is required to make such filing in accordance with subsection (a) above, a Shelf Registration Statement relating to the offer and sale of the 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 Purchasera Dealer Manager) 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 New Securities received by an Initial Purchaser a Dealer Manager in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or 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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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) one year from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 315 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities 7 acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) If required pursuant to subsection (a) above, The Company shall as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 240 180 days after the date hereof or consummated within 225 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securitieshereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Exchange 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 Holder being an Affiliate of the CompanyOffer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Original Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Original Securities shall result in such New Exchange Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Original Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-(a) 60 days after so required or requested pursuant to this Section 33 or (b) 210 days after the date of the original issuance of the Original Securities, whichever is later), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act Act, no later than 240 days after the date of the original issuance of the Original Securities, a Shelf Registration Statement relating to the offer and sale of the 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 New Exchange Securities received by an Initial Purchaser in exchange for Original Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 from the date of the original issuance of the Original Securities or, if earlier, the Securities becoming freely tradable pursuant to Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from of the date the Shelf Registration Statement is declared effective by the Commission Act or such shorter period that will terminate when until all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to under the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuer and Parent determine upon advice of its outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities by October 17, 2010 or the Registered Exchange Offer is not consummated within 270 on or prior to the later of (x) November 16, 2010 and (y) 30 business days following the initial effectiveness date of the date of original issuance of the Securities; Exchange Offer Registration Statement, or (iii) any Initial Purchaser so requests with respect to Securities that are Original Notes (or any New Notes received pursuant to Section 2(f)) not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, or (iv) any Holder (other than an Initial a Purchaser) is 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 tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer and Parent within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ” but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuer and Parent shall as promptly as practicable (but in no event more than 45-the later of (i) July 19, 2010 or (ii) 45 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared become effective under the Securities Act Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the Securities Original Notes or the New SecuritiesNotes, 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 (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 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 furtherthat, that with respect to New Securities Notes received by an Initial a Purchaser in exchange for Securities Original Notes constituting any portion of an unsold allotment, the Company Issuer and Parent 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-KK Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this subsection 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. (iib) The Company Issuer and Parent shall use its their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 becomes effective or is declared effective by the Commission designated as such or such shorter period that will terminate when all the Securities Original Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 their commercially reasonable best 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 150 days of after the date of original issuance of the Securities Closing Date or the Registered Exchange Offer is not consummated within 270 180 days of after the date of original issuance of the Securities; Closing Date, or (iii) any Initial Purchaser so requests with respect to Securities that are (or any Exchange Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Exchange Securities in the a Registered Exchange Offer and or, in the case of any Initial Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Initial Purchaser does not receive freely tradeable Exchange Securities, or (iv) any Holder (other than an Initial Purchaser) is 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 tradeable New tradable Exchange Securities in the Registered Exchange Offer exchange for tendered Securities, other than by reason of such Holder being an Affiliate of the Company; or (v) in Company within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall as promptly as practicable (but in no event more than 45-30 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 by the 180th day after the issuance of the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Exchange 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; providedStatement (such Securities or Exchange Securities, howeveras applicable, that no Holder (other than an Initial Purchaser) shall to be entitled to have the Securities held sold by it covered by such Holders under such Shelf Registration Statement unless such Holder agrees in writing being referred to be bound by all of the provisions of this Agreement applicable to such Holderherein as "Registration Securities"); and provided furtherPROVIDED, that HOWEVER, that, with respect to New Exchange Securities received by an Initial Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission (or for a period of one year from the date the Shelf Registration Statement is declared effective and such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when all the Securities or New Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations 's obligation hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 485 days of the date of original issuance of the SecuritiesClosing 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 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 Holder being an Affiliate affiliate of the CompanyCompany (it being understood that the requirement that an Exchanging Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with the sale of New Securities shall not result in such New Securities being not “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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-365 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 Securities Act within 455 days after so required or requested, a Shelf Registration Statement Statement, or shall, if permitted by Rule 430B under the Act, otherwise designate an existing registration statement filed with the Commission for use by the Holders as a Shelf Registration Statement, relating to the offer and sale of the 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 HolderHolder (with the Initial Purchasers’ agreement thereto being evidenced by their execution of this Agreement); and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company Subject to Section 4(k), the Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when until the earlier of (A) the second anniversary thereof, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which all the Securities and New Securities are no longer restricted securities (as defined in any such case, such period being called Rule 144 under the “Shelf Registration Period”Act). 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading, it being understood and agreed that the Issuers shall not be responsible for information provided by or on behalf of Holders.

Shelf Registration. (a) If If, (i) due to because of any ------------------ change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated declared effective within 270 180 days of following the date of original issuance of the Securities; , or (iii) if 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 constituting any portion of an allotment remaining unsold after 30 days following consummation of the Registered Exchange Offer; date hereof, or (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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, at its cost, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3)practicable, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective by the 210th day after the original date of issuance of the Securities under the Securities Act a Shelf Registration Statement relating to the offer and sale of the 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 and Rule 415 under the Act; PROVIDED that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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; providedPROVIDED, howeverFURTHER, 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; Holder as provided in a written notice and provided furtherquestionnaire delivered to all Holders (including the Initial Purchasers) notifying such Holders that a Shelf Registration Statement will be filed by the Company, that requesting such information with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations Holders as required to be disclosed by the Commission’s staff, file a post-effective amendment to the Exchange Offer Shelf Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, and setting forth a deadline for response therein (which in satisfaction of its obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, no event shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statementless than 30 calendar days). (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable lawfully delivered by Holders for a period until the earliest of two years (x) the second anniversary of the date of original issuance of the Securities (or the first anniversary of the effective date if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to Rule 144 under the Commission Securities Act without limitation under clauses (c), (e), (f) and (h) of Rule 144, or (z) such shorter period that will terminate when time as all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement registered thereunder have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). During any consecutive 365-day period, the Company will have the ability to suspend the availability of the Shelf Registration Statement for up to two periods of up to 45 consecutive days, but no more than an aggregate of 60 days during any 365-day 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) upon the occurrence of any event contemplated by paragraph 4(c)(2)(iii) below, 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 4(k) hereof, if applicable, if the Company has determined in good faith that there are no material legal or commercial impediments in so doing.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer as contemplated by Section 2 hereof; hereof may not be completed as soon as practicable after the last date for acceptance of Original Notes for exchange because it would violate any applicable law or applicable interpretations of the Staff, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of on or prior to the date of original issuance of the Securities; Target Registration Date, (iii) any Initial Purchaser so requests with respect to Securities that are Original Notes not eligible to be exchanged for New Securities Notes in the a Registered Exchange Offer and (or any New Notes received pursuant to Section 2(g)) or, in the case of any Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Purchaser does not receive freely tradable New Notes, (iv) any Holder (other than an Initial a Purchaser) is 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 tradeable tradable New Securities Notes in the Registered Exchange Offer exchange for tendered Original Notes, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x1) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Original Notes shall result in such New Securities Notes being not “freely tradeable”; and ,” but (y2) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Original Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “freely tradeable”), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuer shall as promptly as practicable (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 become effective under the Securities Act Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the Securities or the New applicable Registrable 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; 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 furtherthat, that with respect to New Securities Notes received by an Initial a Purchaser in exchange for Securities Original Notes constituting any portion of an unsold allotment, the Company Issuer 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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 shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (iib) The Company Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 until the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, Notes covered by the Shelf Registration Statement have been sold pursuant cease to the Shelf Registration Statement be Registrable 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 the Issuer voluntarily takes any action that would result in Holders of Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; law or (Bii) 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 hereunder), including the acquisition or divestiture of assets, so long as the Company Issuer promptly thereafter complies with the requirements of Section 4(k5(k) hereof, if applicable. (c) The Issuer shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Securities and Exchange Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer determines that such disclosure is not in the best interest of the Issuer and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable in currently prevailing interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 185 days of the date of the 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 tradable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyCompany (it being understood that the requirement that a participating Broker-Dealer deliver the Prospectus contained in the Exchange Offer Registration Statement in connection with sales of New Securities shall not result in such New Securities being not “freely tradable”); 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 tradable New Securities in exchange for Securities constituting any portion of an unsold allotment allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; tradable;” and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeabletradable”), ) the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall shall, as promptly as practicable (but in no event more than 45-45 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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 one years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 they voluntarily takes take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assetsassets to the extent permitted by the terms of the Indenture, so long as the Company promptly thereafter complies comply with the requirements of Section 4(k5(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 150 days of following the date of original issuance of the Securities Senior Notes, or (iii) if for any other reason the Registered Exchange Offer is not consummated within 270 180 days of following the date of original issuance of the Securities; Senior Notes, or (iiiiv) if 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 Senior Notes held by it following consummation of the Registered Exchange Offer; , or (ivv) if 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 Holder being an Affiliate of the Company; or (vvi) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Senior Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Senior Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Senior Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall use its best efforts to (i) as promptly as practicable (but in no event more than 45-30 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 a Shelf Registration Statement shelf registration relating to the offer and sale of the Securities Senior Notes or the New SecuritiesExchange Notes (the "Shelf Registration Statement"), as applicable, by the Holders thereof 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 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 furtherPROVIDED, that with respect to New Securities Exchange Notes received by an Initial Purchaser in exchange for Securities Senior 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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 (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented effective and amended as required by the Securities Act, 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission (or until one year after its effective date if such Shelf Registration Statement is filed at the request of the Initial Purchaser) or such shorter period that will terminate when all the Securities Senior Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) the Company is not required to file the Exchange Offer Registration Statement for any reason other reason than those specified in clause (i) above, or (iii) with respect to any Holder of Transfer Restricted Securities, such Holder notifies the Company prior to the 20th day following the consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities appropriate or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; available for such resales by such Holder, or (iiiC) 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 Holder being is an Affiliate Exchanging Dealer and holds Private Notes acquired directly from the Company or one of the Company; 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 Securities constituting any portion of an unsold allotment its affiliates (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more later than 45-days the 90th calendar day after so required or requested pursuant the obligation to file a Shelf Registration Statement under this Section 33 arises), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities Private Notes or the New SecuritiesExchange 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 Statement and Rule 415 under 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 Act, provided furtherthat, that with respect to New Securities Exchange Notes received by an the Initial Purchaser in exchange for Securities Private 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented and amended as required by to be declared effective under the Securities Act, Act on or prior to the 180th calendar day after the obligation to file a Shelf Registration Statement under this Section 3 arises and to keep 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Private Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 the Company voluntarily takes any action that would result in Holders of Securities Notes or Exchange Notes covered thereby not being able to offer and sell such Securities Notes or Exchange Notes during that period, unless (Ai) such action is required by applicable law; , (ii) the Company complies with this Agreement or (Biii) such action is taken by the Company or any Affiliates 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 4(k4(m) hereof, if applicable.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any reason other reason than those specified in clause (i) above, the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 150th 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 of original issuance of on which the Securities; Exchange Offer was commenced, or (iii) any the 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 Notes held by it within 120 days following consummation of the Registered Exchange Offer; , or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does has participated in the Exchange Offer and has received Exchange Notes that are 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 (v) in the case of any where the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such the Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) 8 the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; " and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall and the Subsidiary Guarantors shall, as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3)practicable, file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesExchange 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 Statement and Rule 415 under 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 Act, provided furtherthat, that with respect to New Securities Exchange Notes received by an the Initial Purchaser in exchange for Securities Notes constituting any portion of an unsold allotment, the Company and the Subsidiary 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company and the Subsidiary Guarantors shall use its reasonable their best efforts to keep cause the Shelf Registration Statement continuously effective, supplemented and amended as required by to be declared effective under the Securities Act, Act as promptly as possible after filing such Shelf Registration Statement pursuant to this Section 3 and to keep 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 (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities Notes covered thereby not being able to offer and sell such Securities Notes during that period, unless (Ai) such action is required by applicable law; , (ii) the Company complies with this Agreement or (Biii) 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 9 or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k4(l) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, any of the Company Issuer or the Guarantors determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated Consummated within 270 days of 30 Business Days from the date of original issuance of the Securities; Exchange Offer Registration Statement becomes effective (or, if such 30th day is not a Business Day, by the first Business Day thereafter), or (iii) any either Initial Purchaser Purchasers so requests with respect to Securities that are not eligible to be exchanged for New Securities in Registrable Notes held by it as a result of the purchase of such Registrable Notes directly from the Issuer and the Guarantors following Consummation of the Registered Exchange Offer and that are held by it following consummation of such Initial Purchaser is not eligible to receive Exchange Notes pursuant to the Registered Exchange Offer; Offer in respect of such Registrable Securities, or (iv) any Holder (other than an the Initial PurchaserPurchasers) is not eligible to participate in the Registered Exchange Offer or does not the Exchange Notes such Holder would receive freely tradeable New Securities in the Registered Exchange Offer other than could only be reoffered and resold by reason of such Holder being an Affiliate upon compliance with the registration and prospectus delivery requirements of the Company; Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) in the case of any where either Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f2(g) hereof, such Initial Purchaser does not receive freely tradeable New Securities tradable Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser Purchasers deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Registrable Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”; tradable" and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”tradable"), the Company following provisions shall effect a apply: (a) The Issuer and the Guarantors shall prepare, and not later than 30 days following the Shelf Registration Statement in accordance with subsection Trigger Date (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-days after so required or requested pursuant to this Section 3or, if such 30th day is not a Business Day, by the first Business Day thereafter), shall file with the Commission and thereafter thereafter, but not later than 150 days following the Shelf Registration Trigger Date (or, if such 150th day is not a Business Day, by the first Business Day thereafter), shall use its reasonable their best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, Registrable Notes 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 New Securities Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Securities Notes constituting any portion of an unsold allotment, 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-KK Items 507 and/or 508, as applicable, in satisfaction of its their obligations under this subsection 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. (iib) The Company Issuer and the Guarantors shall use its reasonable their best efforts to keep the such Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming a part thereof to be usable by Holders for until the earliest of (i) the second anniversary of the date on which the filing of a period of two years Shelf Registration Statement was required or requested pursuant to this Section 3, (or if ii) the date on which the Registrable Notes may be sold pursuant to Rule 144(k) is amended to provide a shorter restrictive period, such shorter period(or any successor provision) from the date the Shelf Registration Statement is declared effective promulgated by the Commission or under the Act and (iii) such shorter period that will terminate when date as of which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement Registrable Notes have been sold pursuant to the Shelf Registration 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 reasonable 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 Securities Registrable Notes covered thereby not being able to offer and sell such Securities notes during that period, unless (A) such action is (x) required by applicable law; law or (By) such action is taken by pursuant to Section 3(c) hereof, and, in either case, so long as the Company Issuer or the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the 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 4(k5(k) hereof, if 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 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 Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish 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. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Issuer, the Company and the Guarantors determines upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 225 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Issuer, the Company and the Guarantors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuer and the Guarantors shall as promptly as practicable (but in no event more than 45-60 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter the Issuer, the Company and the Guarantors shall use its their reasonable best efforts to cause to be declared effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Issuer, the Company and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Each of the Issuer, the Company and the Guarantors 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Issuer, the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuer's, the Company’s 's and Guarantors' obligations hereunder), including the acquisition or divestiture of assets, so long as each of the Issuer, the Company and the Guarantors promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. (iii) The Issuer, 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 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 omit to state a material 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. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securities; hereof, or (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; , or (iv) any Holder of Securities (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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuers shall as promptly as practicable (but in no event more than 45-45 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 a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof of Securities 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 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 New Securities received by an Initial Purchaser in exchange for Securities securities constituting any portion of an unsold allotment, 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company Issuers shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders of Securities 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Company Issuers shall be deemed not to have used its reasonable 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) such action is taken by the Company such Issuer in good faith and for valid business reasons (not including avoidance of the Company’s such 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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer and the Company determines determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuer and the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuer and the Company shall as promptly as practicable (but in no event more than 45-90 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable their best efforts to cause to be declared effective under the Securities Act within 240 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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 Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of its their obligations under this 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. (ii) The Issuer and the Company shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when until the earliest of (A) the second anniversary thereof, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (in any such caseC) the date upon which the Securities or the New Securities, such period being called as applicable, covered by the “Shelf Registration Period”)Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144(k) under the Act. The Issuer and the Company shall be deemed not to have used its reasonable their 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken otherwise undertaken by the Issuer or the Company in good faith and for valid business reasons (not including avoidance of the Company’s their obligations hereunder), including the acquisition or divestiture of assets, so long as and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuer and the Company promptly thereafter complies 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 amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading; provided, however, that the Issuer and the Company shall have no responsibility for any information provided by any selling securityholder and contained in a Shelf Registration Statement.

Shelf Registration. (a) If If, (i) due to because of any change in law or in applicable interpretations thereof by the staff of the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 2 1 hereof; , (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securities; Issue Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities that are (or the Private Exchange Securities) not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offer or (iv) any Holder (other than an Initial PurchaserExchanging Dealer) 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 Holder being an Affiliate of the Company; or (v) or, in the case of any Initial Purchaser Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereofOffer, such Initial Purchaser Holder does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion on the date of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)exchange, the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.take the following actions: (ia) The Company shall shall, at its cost, as promptly as practicable (but in no event more than 45-40 days after so required or requested pursuant to this Section 3), 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective 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 a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, (as applicable, 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 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 and, provided, further, that that, with respect to New Exchange Securities received by an Initial Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof prospectus included therein to be usable lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if Rule 144(kextended pursuant to Section 3(j) is amended to provide a shorter restrictive period, such shorter periodbelow) from the date the Shelf Registration Statement is declared effective by the Commission of its effectiveness or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Shelf Registration Statement (in Securities Act, or any such case, such period being called the “Shelf Registration Period”successor rule thereof). 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (Ax) such action is required by applicable law; law or (By) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations 's obligation hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k3(j) hereof, if applicable; provided, that the Company shall not be entitled to rely on this clause (y) for more than 45 days in the aggregate during any 12-month period and no single period of reliance may last more than 30 consecutive days. (c) 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 Securities Act and the rules and regulations of the Commission and (ii) 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 statements therein, in light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securities; by December 31, 1997, or (iii) any if the Initial Purchaser so requests with respect to Securities that are Notes not eligible to be exchanged for New Securities Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; offer, or (iv) if any Holder (other than an the 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 Holder being an Affiliate of the Company; or (v) in if the case of any Initial Purchaser that participates in the Registered Exchange Offer or and acquires New Securities Notes pursuant to Section 2(f) hereof, but such Initial Purchaser does not receive freely tradeable New Securities Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an the Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Notes acquired in exchange for such Securities Notes shall result in such New Securities Notes being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Notes being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall as promptly as practicable (but in no event more than 45-30 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 a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesNotes, 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 New Securities Notes received by an the Initial Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the Closing Date (or until one year after such Closing Date if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by filed at the Commission request of the Initial Purchaser) or such shorter period that will terminate when all the Securities Notes or New SecuritiesNotes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”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 Securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 including, but not limited to, the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(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 (as defined in the Final Memorandum) unless and until such Holder shall have used its best efforts to provide all such reasonably requested information.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 180 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 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) is so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was 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 Holder being an Affiliate of the CompanyCompany (it being understood that 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-60 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 become effective under the Securities Act a Shelf Registration Statement Statement, or shall, if permitted by Rule 430B under the Act, otherwise designate an existing effective filing with the Commission for use by the Holders as a Shelf Registration Statement, relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission Closing Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable. The Company is expressly permitted to suspend the effectiveness of the Shelf Registration Statement in good faith in connection with the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer Offers as contemplated by Section 2 hereof; hereof or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 180 days of following the date of original issuance of the Securities Closing Date or (iii) for any other reason the Registered Exchange Offer is Offers are not consummated within 270 210 days of following the date of original issuance of Closing Date, or (iv) the Securities; (iii) any Initial Purchaser so requests with respect to Securities that are Debentures not eligible to be exchanged for New Securities Exchange Debentures in the a Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; Offers, or (ivv) if under any applicable laws or applicable interpretations thereof any Holder at the time of the Registered Exchange Offers (other than an including the 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 Holder being an Affiliate of the Company; Offers or (vvi) in the case of any Initial Purchaser Holder that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof(other than an Exchanging Dealer), such Initial Purchaser does not receive freely tradeable New Securities thereafter Exchange Debentures in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”)tendered Debentures, the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall at its own cost, as promptly as practicable (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 by the 210th day after the Closing Date (or promptly in the event of a request by the Initial Purchaser) a Shelf Registration Statement relating to the offer and sale of the Securities Debentures or the New SecuritiesExchange Debentures, as applicable, by the applicable 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, 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 furtherHOWEVER, that with respect to New Securities Exchange Debentures received by an the Initial Purchaser in exchange for Securities Debentures 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by effective until the Securities Act, in order to permit earliest of (i) the Prospectus forming part thereof to be usable by Holders for a period third anniversary of two years the Closing Date (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the first anniversary of the effective date of the Shelf Registration Statement if such Shelf Registration Statement is declared effective filed at the request of the Initial Purchaser), (ii) the time when the Debentures registered under the Shelf Registration Statement can be sold by non-Affiliates pursuant to Rule 144 under the Commission Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 or (iii) such shorter period that will terminate when time as all the Securities Debentures or New SecuritiesExchange Debentures, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The ; PROVIDED, HOWEVER, that the Company shall be deemed not will have the ability to have used its reasonable best efforts to keep suspend the availability of the Shelf Registration Statement effective during any consecutive 365-day period for up to two periods of up to 45 consecutive days, but no more than an aggregate of 60 days during any 365-day period (a "Suspension"), PROVIDED that the requisite period if it voluntarily takes any action that would result in Holders Company notifies the holders of Securities the Debentures covered thereby not being able to offer and sell of any such Securities during that period, unless (A) such action is Suspension as required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunderSection 4(c)(2)(iii), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is has not declared effective been filed with the Commission within 240 60 days of the date of original issuance of the Securities Closing Date, or (iii) for any other reason the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securities; Closing Date, or (iiiiv) 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 Holder being an Affiliate of the Company; , 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 Securities constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial a Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall as promptly as practicable (but in no event more than 45-30 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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial a Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company may, if permitted by current interpretations by the Commission’s 's staff, file a post-post- effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 4(k) hereof, if 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 Prospectus or preliminary Prospectus included therein, and each such Holder 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.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 days of the date of original issuance of the Securitieshereof; (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) notifies the Company in writing that it 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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Obligors shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Obligors shall as promptly as practicable (but in no event more than 45-60 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 Securities Act within 180 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company Obligors 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Obligors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or (in any such case, such period being called the “Shelf Registration Period”ii) are eligible for resale under Rule 144(k). The Company Obligors 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken otherwise undertaken by the Company Obligors in good faith and for valid business reasons (not including avoidance of the Company’s Obligors’ obligations hereunder), including the acquisition or divestiture of assets, so long and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Obligors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply as to form in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. If (a) If (i) due to because of any change in law or applicable interpretations thereof by the Commission’s staff, 's staff the Company determines upon advice of its outside counsel that it is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 1 hereof; , (iib) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 270 210 days of after the date of original issuance of the Securities; Issue Date, (iiic) any Initial Purchaser so requests with respect to Securities that are or Private Exchange Securities not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer; , (ivd) any applicable law or interpretations do not permit 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 Offer, (e) any Holder being an Affiliate of the Company; 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 transferable Exchange Securities in exchange for tendered Securities constituting any portion of an unsold allotment (it the obligation to comply with a prospectus delivery requirement being understood that not to constitute a restriction or transferability), or (xf) the requirement that an Initial Purchaser deliver a Prospectus containing Issuers so elect, then the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities following provisions shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company Issuers and the Guarantors shall use their reasonable best efforts to file as promptly as practicable (but in no event more than 45-60 days after so required or requested pursuant to this Section 3), file 2) with the Commission Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective within 180 days after so required or requested pursuant to this Section 2, a shelf registration statement on an appropriate form under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities or the New Securities, (as applicable, defined below) 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 (hereafter, a "SHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement, a "REGISTRATION STATEMENT"); providedPROVIDED, howeverHOWEVER, that no Holder of Transfer Restricted Securities (other than an the Initial PurchaserPurchasers) 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (iib) The Company Issuers and the Guarantors shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus prospectus forming part thereof to be usable used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) 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 is declared effective by the Commission Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Shelf Registration Statement Securities Act (in any such case, such period being called the “Shelf Registration Period”"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 if it any of them voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (A) such action is required by applicable law; or (B) such action is PROVIDED, HOWEVER, that the foregoing shall not apply to actions taken by the Company Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s their obligations hereunder), including including, without limitation, the acquisition or divestiture of assets, so long as the Company promptly and the Guarantors within 30 days thereafter complies comply with the requirements of Section 4(k4(j) hereof, if applicable.. Any such period during which the Issuers and the Guarantors fail to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 360 days of the date of original issuance of the Securitieshereof; (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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The If required pursuant to subsection (a) above, the Company shall as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 120 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 150 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) is so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was 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 Holder being an Affiliate of the CompanyCompany (it being understood that 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the 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 New -------- ------- Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission Closing Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable. The Company is expressly permitted to suspend the effectiveness of the Shelf Registration Statement in good faith in connection with the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 300 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 days of the date of original issuance of the Securitieshereof; (iii) any Initial Purchaser 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 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 does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-30 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 Securities Act within 90 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company Issuers shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when until the earliest of (A) the second anniversary thereof; (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (in any C) the date upon which all the Securities or New Securities, as applicable, covered by such case, such period being called the “Shelf Registration Period”)Statement cease to be 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 Securities covered thereby not being able to offer and sell such Securities at any time during that periodthe Shelf Registration Period, unless (A) such action is (x) required by applicable law; law or (B) such action is taken 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 and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) The Issuers shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the Company promptly thereafter complies effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of Section 4(kthe Act; and (B) hereofnot 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 statements therein (in the case of the Prospectus, if applicablein the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securities; hereof, or (iii) any iii)the 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 (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange Offer or does and so notifies the Company as soon as practicable, but in any event not receive freely tradeable New Securities in later than 30 days following consummation of the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; Offer, or (v) in the case of any the 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 (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-30 days after so required or requested pursuant to this Section 3), file with the Commission Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act Act, a Shelf Registration Statement relating to the offer and sale of the 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 that, 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 New Securities received by an the Initial NYDOCS01/571257 2 Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two three years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 as promptly as practicable thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 days of after the date of original issuance of the SecuritiesIssue Date; (iii) prior to the 20th business day following consummation of the Registered Exchange Offer (A) any Initial Purchaser so requests with respect to Securities Notes that are not eligible to be exchanged for New Securities Exchange Notes in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (ivB) 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 Holder being an Affiliate of the CompanyOffer; or (vC) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities Exchange Notes in exchange for Securities Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or and 508 of Regulation S-K K, as applicable, under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities Notes shall result in such New Securities Exchange Notes being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (bSection 3(b) belowhereof. (i) The Company shall as promptly as reasonably practicable (but in no event more than 45-60 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 Securities Act (within 90 days after so required or requested pursuant to this Section 3), a Shelf Registration Statement relating to the offer and sale of the Securities Notes or the New SecuritiesExchange 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 Securities 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 provided, further, that with respect to New Securities Exchange Notes received by an Initial Purchaser in exchange for Securities 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 and 508 of Regulation S-K, as applicable, in satisfaction of its their obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 original issuance date of the Shelf Registration Statement is declared effective by the Commission Notes or such shorter period that will terminate when all the Securities Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (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 Securities Notes or Exchange Notes covered thereby not being able to offer and sell such Securities Notes or Exchange Notes during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines Issuers determine upon advice of its their outside counsel that it is they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 210 days of the date of original issuance of the SecuritiesSettlement Date; (iii) any Initial Purchaser Holder (other than a Dealer Manager) is not eligible to participate in the Registered Exchange Offer; (iv) any Dealer Manager so requests with respect to Securities New Notes that are not eligible to be exchanged for New Securities Exchange Notes 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 Holder being an Affiliate of the Company; or (v) in the case of any Initial Purchaser Dealer Manager that participates in the Registered Exchange Offer or acquires New Securities Exchange Notes pursuant to Section 2(f) hereof, such Initial Purchaser Dealer Manager does not receive freely tradeable New Securities Exchange Notes in exchange for Securities New Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser a Dealer Manager deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities Exchange Notes acquired in exchange for such Securities New Notes shall result in such New Securities Exchange Notes being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities Exchange Notes acquired in the Registered Exchange Offer in exchange for Securities New Notes acquired as a result of market-making activities or other trading activities shall not result in such New Securities Exchange Notes being not “freely tradeable”), the Company Issuers shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company Issuers shall as promptly as practicable (but in no event more than 45-30 days after so required or requested pursuant to this Section 3), file with the Commission and thereafter shall use its reasonable their best efforts to cause to be declared effective under the Securities Act Act, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, Notes 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 New 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 New Securities Exchange Notes received by an Initial Purchaser a Dealer Manager in exchange for Securities New Notes constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its their obligations under this subsection Section 3(b) 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, provided further, that with respect to a Shelf Registration Statement required pursuant to clause (ii) of Section 3(a), the consummation of a Registered Exchange Offer shall relieve the Issuers of their obligations under this Section 3(b) but only in respect of their obligations under such clause (ii) of Section 3(a). (ii) The Company Issuers shall use its reasonable their best efforts to keep the Shelf Registration Statement continuously 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 periodthe “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) or the date upon which all the Securities New Notes or New SecuritiesExchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”)Statement. The Company Issuers shall be deemed not to have used its reasonable their 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 Securities New Notes covered thereby not being able to offer and sell such Securities New Notes at any time during that periodthe Shelf Registration Period, unless (A) such action is required by applicable law; law or (B) 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 including, without limitation, the acquisition or divestiture of assets, so long as the Company Issuers promptly thereafter complies comply with the requirements of Section 4(k) hereof, if 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 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 omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the Securitieshereof; (iii) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; (iv) based on its reasonable opinion, 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 , such request being in writing and delivered 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 Holder being an Affiliate of the Company; 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, in its reasonable opinion such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 within 180 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the 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 HolderHolder (it being understood that Holders who would have received freely transferable Securities pursuant to the Registered Exchange Offer had they not (i) failed to duly tender their Securities for exchange pursuant to the Registered Exchange Offer (other than the Initial Purchasers in connection with Securities held by them constituting any portion of an unsold allotment), or otherwise failed to comply with the requirements of the Registered Exchange Offer as provided in Section 2 hereof or (ii) 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 Registration Rights Agreement, including any right to have Securities owned by them included in any Shelf Registration Statement); and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to shall, except as permitted under Section 4(k)(ii), keep the Shelf Registration Statement continuously 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 periodthe "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or such shorter period that will terminate when (B) the earlier date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement Statement. (in any such case, such period being called the “Shelf Registration Period”). iii) The Company shall be deemed not to have used its reasonable 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 Securities covered thereby not being able to offer and sell Shelf Registration Statement or such Securities during that periodamendment or supplement, unless (A) such action is required by to comply in all material respects with the applicable lawrequirements of the Act; or and (B) 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 the case of the Company’s obligations hereunder)Prospectus, including in the acquisition or divestiture light of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(kcircumstances under which they were made) hereof, if applicablenot misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated contem- plated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 180 days of the date of original issuance of the SecuritiesIssue 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 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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or and 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 a Shelf Registration Statement relating to the offer and sale of the 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 New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.

Shelf Registration. (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 permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 240 days of the date of original issuance of the Securitieshereof; (iii) any Initial Purchaser so requests with respect to Securities constituting any portion of an unsold allotment 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 Holder being an Affiliate of the CompanyOffer; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Company shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (but in no event more than 45-60 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 a Shelf Registration Statement relating to the offer and sale of the 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 HolderHolder and completes the questionnaire attached to Annex E hereto and a Notice of Transfer in the form of Annex F hereto; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if 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 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 omit to state a material 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. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated within 270 165 days of the date of original issuance of the Securities; Closing Date, or (iii) if any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Exchange Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; , or (iv) upon request by such Holder, if 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 Holder being an Affiliate of the Company; or (v) upon request by such Initial Purchaser, in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall shall, as promptly as practicable (but in no event more than 45-30 days after so required or requested pursuant to this Section 3; it being understood that any delay by a Holder or Initial Purchaser in requesting a shelf registration pursuant to this Section 3 shall not in any way prejudice or impair such Holder's or Initial Purchaser's rights under this Agreement), file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective under the Securities Act by the 180th day after the Closing 7 -7- Date a Shelf Registration Statement relating to the offer and sale of the Securities or the New Exchange 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 New Exchange Securities received by an Initial Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (Ai) such action is required by applicable law; , or (Bii) 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 4(k5(k) hereof, if applicable. (c) The Holders of Securities may elect to sell their Securities pursuant to one or more Underwritten Offerings; provided, however, that in no event shall any Holder commence any such Underwritten Offering if a period of less than 180 days has elapsed since the consummation of the most recent Underwritten Offering hereunder. No Holder may participate in any Underwritten Offering hereunder unless such Holder agrees to sell such Holder's Securities on the basis provided in customary underwriting arrangements entered into in connection therewith and completes and executes all reasonable and customary agreements and documents required under the terms of such underwriting arrangements.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of by the date of original issuance of Commission on or prior to the Securities 180th day following the Issue Date or the Registered Exchange Offer is not consummated on or prior to the 225th day following the Issue Date; or (iii) any Holder (other than an Initial Purchaser) notifies the Company within 270 days 20 Business Days after consummation of the date Registered Exchange Offer that it is prohibited by law or Commission policy from participating in the Registered Exchange Offer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of original issuance such Holder being an Affiliate of the SecuritiesCompany; or (iiiiv) 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 Holder being an Affiliate of the Company; 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 Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”") (the date on which any event specified in clause (i) through (v) above occurs, the "Shelf Registration Event Date"), then the following provisions shall apply: (a) The Company shall effect shall, on or prior to the later of the 30th day following such Shelf Registration Event Date, file a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company shall as promptly as practicable (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 a Shelf Registration Statement relating to the offer and sale of the Securities or and 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) and shall be entitled use its reasonable best efforts to have the Securities held by it covered by cause such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of declared effective under the provisions of this Agreement applicable Act on or prior to the 90th day after such Holderobligation arises; and provided furtherthat, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, 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, as applicable, in satisfaction of its obligations under this 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. (ii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.if

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (iiII) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 180 days of after the date of original issuance of the Securities Closing Date or the Registered Exchange Offer is not consummated within 270 210 days of after the date of original issuance of the Securities; Closing Date, or (iiiIII) any Initial Purchaser so requests with respect to Securities that are (or any Exchange Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Exchange Securities in the a Registered Exchange Offer and or, in the case of any Initial Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Initial Purchaser does not receive freely tradeable Exchange Securities, or (ivIV) any Holder (other than an Initial Purchaser) is 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 tradeable New tradable Exchange Securities in the Registered Exchange Offer exchange for tendered Securities, other than by reason of such Holder being an Affiliate of the Company; or (v) in Company within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (xX) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Exchange Securities acquired in exchange for such Securities shall result in such New Exchange Securities being not “"freely tradeable”; and " but (yY) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Exchange Securities being not “"freely tradeable”"), then the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Company shall as promptly as practicable (but in no event more than 45-30 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 by the 210th day after the issuance of the Securities Act a Shelf Registration Statement relating to the offer and sale of the Securities or the New Exchange 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; providedStatement (such Securities or Exchange Securities, howeveras applicable, that no Holder (other than an Initial Purchaser) shall to be entitled to have the Securities held sold by it covered by such Holders under such Shelf Registration Statement unless such Holder agrees in writing being referred to be bound by all of the provisions of this Agreement applicable to such Holderherein as "Registration Securities"); and provided furtherPROVIDED, that HOWEVER, that, with respect to New Exchange Securities received by an Initial Purchaser in exchange for Securities 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission (or for a period of one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed at the request of an Initial Purchaser) or such shorter period that will terminate when all the Securities or New Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities securities covered thereby not being able to offer and sell such Securities securities during that period, unless (AI) such action is required by applicable law; law or (BII) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations 's obligation hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable.

Shelf Registration. (a) If If, (i) due to because of any change in law or applicable interpretations thereof by the Commission’s 's staff, the Company determines upon advice of its outside counsel that it is and the Issuer are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; , or (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 120 days of after the date of original issuance of the Securities Closing Date or the Registered Exchange Offer is not consummated within 270 150 days of after the date of original issuance of the Securities; Closing Date, or (iii) any Initial Purchaser so requests with respect to Securities that are (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in the a Registered Exchange Offer and or, in the case of any Initial Purchaser that are held by it following consummation of the participates in any Registered Exchange Offer; , such Initial Purchaser does not receive freely tradable New Securities, or (iv) any Holder (other than an Initial Purchaser) is 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 tradeable tradable New Securities in the Registered Exchange Offer exchange for tendered securities, other than by reason of such Holder being an Affiliate affiliate of the Company; or (v) in Issuer within the case meaning 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 Act (it being understood that that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item Items 507 or and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “"freely tradeable”; and " but (y) the requirement that an Exchanging Dealer deliver an Exchange Offer a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “"freely tradeable”"), the Company following provisions shall effect a Shelf Registration Statement in accordance with subsection (b) below.apply: (ia) The Issuer and the Company shall as promptly as practicable (but in no event more than 45-30 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 Securities Act a Shelf Registration Statement relating to the offer and sale of the 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; providedStatement (such Securities or New Securities, howeveras applicable, that no Holder (other than an Initial Purchaser) shall to be entitled to have the Securities held sold by it covered by such Holders under such Shelf Registration Statement unless such Holder agrees in writing being referred to be bound by all of the provisions of this Agreement applicable to such Holderherein as "Registration Securities"); and provided furtherPROVIDED, that HOWEVER, that, with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer and 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-KK Items 507 and/or 508, as applicable, in satisfaction of its obligations under this subsection 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. (iib) The Issuer and the Company shall use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act, effective 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 is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration 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 Securities covered thereby not being able to offer and sell such Securities during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company in good faith and for valid business reasons (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 4(k) hereof, if applicable.