Common use of Shelf Registration Clause in Contracts

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) 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 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If In the event that (i) the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not available because of any change in law or applicable in currently prevailing interpretations thereof by of the Commission's staff of the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereofSEC, or (ii) for any other reason the Registered Exchange Offer Registration Statement is not consummated declared effective within 180 days after of the Issue Date, Date or (iii) upon the request of any Initial Purchaser so requests with respect to any Registrable Securities or Private Exchange Securities held by it, if such Initial Purchaser is not eligible to be exchanged for Exchange Securities permitted, in the Registered Exchange Offer and held by it following the consummation reasonable opinion of the Registered Exchange Offer▇▇▇▇▇ & ▇▇▇▇ LLP, or (iv) any pursuant to applicable law or applicable interpretations do not permit any Holder of the staff of the SEC, to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not and thereby receive securities that are freely transferable Exchange tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in exchange for tendered Securities(i)-(iii) being a "Shelf Registration Event" and the date of occurrence thereof, or (vi) the Company so elects"Shelf Registration Event Date"), then the following provisions shall apply: (a) The Company shall Corporation and the Trust shall, at their cost, 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 2) with the Commission, and thereafter shall use its reasonable their best efforts to cause to be declared effectivefiled as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Closing Time), a shelf registration statement on an appropriate form under Shelf Registration Statement providing for the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time of all of the Registrable Securities, and shall use its best efforts to time have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in accordance any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust may, after conferring with counsel with regard to information relating to Holders that would be required by the methods of distribution set forth SEC to be included in such registration statement (hereafter, a "Shelf Registration Statement" andStatement or Prospectus included therein, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) reasonably request for inclusion in any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) or Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish to the Corporation and any amendment thereto (in either case, other than the Trust all information with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein information previously furnished to the Corporation by such Holder not misleading materially misleading. The Corporation and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective for the Rule 144(k) Period (iiisubject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Corporation and the Trust shall not permit any prospectus forming securities other than Registrable Securities to be included in the Shelf Registration. The Corporation and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of any the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and any supplement use its best efforts to such prospectus (in either case, take certain other than with respect actions as are required to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light permit certain unrestricted resales of the circumstances under which they were madeRegistrable Securities. The Corporation and the Trust further agree, not misleadingif necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 180 days 30 Business Days after the Issue Date, or Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable Holder notifies the Company that (A) it is prohibited by law or interpretations do not permit any Holder to participate Commission policy from participating in the Registered Exchange Offer, or ; (vB) any Holder that participates it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer does to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not receive freely transferable Exchange Securities in exchange appropriate or available for tendered Securities, such resales; or (viC) it is a Broker-Dealer and owns Securities acquired directly from the Company so electsor an Affiliate of the Company, then the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) (i) The Company and the Guarantors shall use its their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 with the Commission within 30 days after so required or requested pursuant to this Section 2such filing obligation arises (or, if later, 150 days after the Closing Date) with the Commission, and thereafter shall use its their respective reasonable best efforts to cause to be declared effectiveeffective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling security holder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes 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 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"). (cii) Notwithstanding any other The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding. (iii) Subject to the provisions of Section 4 hereof, the Company will ensure that (i) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff staff, the Company Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Euro Senior Subordinated Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Euro Senior Subordinated Notes within 180 290 days after the Issue Date, or (iii) any Euro Initial Purchaser so requests with respect to Securities or Private Exchange Securities Euro Senior Subordinated Notes not eligible to be exchanged for Exchange Securities Euro Senior Subordinated Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities Euro Senior Subordinated Notes in exchange for tendered SecuritiesEuro Senior Subordinated Notes, or (vi) the Company Issuer so elects, then the following provisions shall apply: (a) The Company Issuer and the Guarantors shall use its their 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 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Euro Senior Subordinated Notes (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (b) The Issuer and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Euro Senior Subordinated Notes for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Euro Senior Subordinated Notes covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Euro Senior Subordinated Notes become eligible for resale without regard to the volume, manner of sale and other restrictions contained in Rule 144 under the Securities Act pursuant to paragraph (k) thereof (in any such case, such period being called the "Shelf Registration Period"). The Issuer and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Euro Senior Subordinated Notes covered thereby not being able to offer and sell such Transfer Restricted Euro Senior Subordinated Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuer and the Guarantors may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions hereof, the Company Issuer and the Guarantors will ensure that (i) any the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company Issuer by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer Registration Statement is not consummated effective within 180 210 days after the Issue Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (v) any Holder it being understood that participates the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), or (vi) the Company so elects, then and the following provisions Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 90 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 their respective 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"). (cii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the Issue 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 and the Guarantors shall be deemed not to have used their respective commercially 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 the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (iii) Notwithstanding any other the foregoing provisions hereofof this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will ensure discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed. (iiv) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 300 days after of the Issue Closing Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder 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 transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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"), then the following provisions Issuers shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall as promptly as practicable use its their 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 2) with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectiveeffective under the Act within 300 days, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 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 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"). (cii) Notwithstanding The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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, (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 other provisions hereofsuch case, the Company will ensure "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers' obligations hereunder), including the acquisition or divestiture of assets 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company Issuer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, ; or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 330 days after of the Issue Date, or date hereof; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder 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 transferable Exchange tradeable New Securities in exchange for tendered SecuritiesSecurities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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) an Exchanging Dealer deliver 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”), or the Issuer shall effect a Shelf Registration Statement in accordance with subsection (vib) the Company so elects, then the following provisions shall apply:below. (ai) The Company Issuer shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 240 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective under the Act within 300 days after so required or requested, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by 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"). (cii) Notwithstanding The Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second 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. The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any other provisions action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, and (y) permitted pursuant to Section 4(k)(ii) hereof, . (iii) The Issuer shall cause the Company will ensure that (i) any Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer Registration Statement is not consummated effective within 180 210 days after the Issue Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (v) any Holder it being understood that participates the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), or (vi) the Company so elects, then and the following provisions Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 90 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 their respective 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"). (cii) The Company and the Guarantors shall use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the Issue 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 and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily 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 and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (iii) Notwithstanding any other the foregoing provisions hereofof this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of their obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. Each Holder agrees that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will ensure discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed. (iiv) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If If, and only if, (i) because of any change in law or applicable interpretations thereof by the Commission's staff of the Commission the Company is or the Guarantor are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 210 days after the Issue Date, or (iii) any Initial Purchaser so requests within 210 days after the consummation of the Registered Exchange Offer with respect to Securities or Private Exchange Securities Notes not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than an Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder (other than an Initial Purchaser) that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities Notes in exchange for tendered Securities, or Notes (vi) other than as a result of such Holder being an affiliate of the Company so electsor the Guarantor), then the following provisions shall apply: (a) The Company and the Guarantor shall use its 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 22 and not earlier than 180 days after the Issue Date) with the CommissionCommission (the "Shelf Filing Date"), and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that, with respect to Exchange Notes received by the Initial Purchasers in exchange for Notes constituting any portion of an unsold allotment and with respect to Notes or Exchange Notes held by an Exchanging Dealer, the Company and the Guarantor may, if permitted by current interpretations by the staff of the Commission, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 9.B and 9.D of Form 20-F, as applicable, in satisfaction of their obligations under this subsection (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provision herein applicable to, a Shelf Registration Statement. (b) The Company and the Guarantor shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earliest of (i) two years from the Issue Date, (ii) the date on which all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (iii) the date on which the Notes become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). (c) Notwithstanding any other provisions hereof, the Company and the Guarantor will ensure that (i) any Shelf Registration Statement and any amendment thereto when it becomes effective, and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto when it becomes effective (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 270 days after of the Issue Closing Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it them following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) any Holder in the case of the Initial Purchasers that participates participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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”), then the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable use its their 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 2) with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectiveeffective under the Act within 270 days of the Closing Date, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 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 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"). (cii) Notwithstanding The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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 (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 other provisions hereofsuch case, the Company will ensure “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 180 days 30 Business Days after the Issue Date, or Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable Holder notifies the Company that (A) it is prohibited by law or interpretations do not permit any Holder to participate Commission policy from participating in the Registered Exchange Offer, or ; (vB) any Holder that participates it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer does to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not receive freely transferable Exchange Securities in exchange appropriate or available for tendered Securities, such resales; or (viC) it is a Broker-Dealer and owns Securities acquired directly from the Company so electsor an Affiliate of the Company, then the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) (i) The Company and the Guarantors shall use its their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 with the Commission within 30 days after so required or requested pursuant to this Section 2such filing obligation arises (or, if later, 150 days after the Closing Date) with the Commission, and thereafter shall use its their respective reasonable best efforts to cause to be declared effectiveeffective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes 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 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"). (cii) Notwithstanding any other The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding. (iii) Subject to the provisions of Section 4 hereof, the Company will ensure that (i) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company shall use its commercially reasonable best efforts to file as promptly as practicable (but in no event more than the later of 45 days after so required or requested pursuant to this Section 22 or 90 days after the Issue Date) with the CommissionCommission (the "SHELF FILING DATE"), and thereafter shall use its commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration StatementSHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement, a "Registration StatementREGISTRATION STATEMENT"). (b) The Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities Act (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law. Notwithstanding anything to the contrary herein, if at any time the Company determines, in its reasonable good faith judgment, upon advice of counsel, that the continued effectiveness and usability of such Shelf Registration Statement would (i) require the disclosure of material information, which the Company has a BONA FIDE business reason for preserving as confidential, or (ii) materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates (as defined in the rules and regulations adopted under the Exchange Act) (a "Disadvantageous Condition"), the Company may suspend sales of Transfer Restricted Securities until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of Transfer Restricted Securities); PROVIDED, HOWEVER, that the failure to keep the Registration Statement effective and usable for offers and sales of Transfer Restricted Securities for such reasons shall last no longer than 30 days in the aggregate in any 12-month period (whereafter additional interest pursuant to Section 3 shall accrue and be payable). Any such period during which the Company fails to keep the Shelf Registration Statement effective and usable for offers and sales of Transfer Restricted Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Company gives written notice to each Holder of Transfer Restricted Securities that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the earlier to occur of (i) date when each seller of Transfer Restricted Securities covered by such Shelf Registration Statement either receives the copies of a supplemented or amended prospectus or is advised in writing by the Company that use of the prospectus included in the Shelf Registration Statement may be resumed and (ii) the expiration of the 30 days in any 12-month period during which one or more Suspension Periods has been in effect. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HoldersHOLDERS' InformationINFORMATION")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff Commission or its staff, the Company is Issuers and the Guarantors determine upon advice of counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after 30 Business Days of the Issue Date, or date of the effectiveness of the Exchange Offer Registration Statement; (iii) any prior to the 20th day following consummation of the Registered Exchange Offer (A) the Initial Purchaser Purchasers so requests request in writing with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or (ivB) any applicable law or interpretations do Holder (other than the Initial Purchasers) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer (other than by reason of such Holder being an Affiliate of the Issuers); or (viv) any Holder that participates if the Initial Purchasers participate in the Registered Exchange Offer does or acquire New Securities pursuant to Section 2(f) hereof, and the Initial Purchasers do not receive freely transferable Exchange tradable New Securities in exchange for tendered SecuritiesSecurities constituting any portion of an unsold allotment, or the Issuers and the Guarantors shall effect at their cost a Shelf Registration Statement in accordance with subsection (vib) the Company so elects, then the following provisions shall apply:below. (ai) The Company shall use its reasonable best efforts If obligated to file the Shelf Registration Statement, the Issuers and the Guarantors shall as promptly as reasonably practicable (but or, in no event more than 45 days after so required or requested the case of a filing pursuant to this Section 2) 3(a)(i), prior to the Exchange Offer Effectiveness Deadline), file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act within 180 days (or if such day is not a Business Day, the next succeeding Business Day) after so required or requested (the “Shelf Effectiveness Deadline”), a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than the Initial Purchasers) 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 (it being understood that the Company shall not be obligated to file a Shelf Registration Statement pursuant to this Section 3 solely for the benefit of 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, 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 Issuers and the Guarantors such information as the Issuers and the Guarantors may request in writing in accordance with Section 4(o) in connection with a Shelf Registration Statement); and provided, further, that with respect to New Securities received by the Initial Purchasers in exchange for Securities constituting any portion of an unsold allotment, the 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 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"). Notwithstanding the foregoing, the Issuers and the Guarantors may delay filing a Shelf Registration Statement, and any amendment thereto, and may withhold efforts to cause such Shelf Registration Statement, and any such amendment thereto, to become effective for a period of up to 60 days, if the Issuers and Parent determine in good faith that such Shelf Registration Statement, and any such amendment thereto, might interfere with or affect the negotiation or completion of any transaction that is being contemplated by Parent (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised; provided, however, that the Issuers may not exercise such right of delay or withholding of efforts more frequently than two times in any 12-month period and the aggregate period of any such delays or withholdings shall not exceed 60 days in any such 12-month period. (cii) Notwithstanding any other provisions hereofSubject to Section 4(c), the Company will ensure that Issuers and the Guarantors shall use their 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 (ithe “Shelf Registration Period”) any from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of (A) the first anniversary of the effective date of the Shelf Registration Statement or (B) the date upon which all the Securities covered by the Shelf Registration Statement have been sold or distributed pursuant to the Shelf Registration Statement or have ceased to be Registrable Securities. (iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Securities Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleadingmisleading (it being understood that the Issuers and the Guarantors shall not be responsible for any information pertaining to any Holder provided by or on behalf of such Holder).

Shelf Registration. If (i) the Issuers are not required to file the Exchange Offer Registration Statement or permitted to consummate the Exchange Offer as contemplated in Section 2.1 because of any change in the Exchange Offer is not permitted by applicable law or by SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, SEC or (ii) for any other reason Holder of Transfer Restricted Securities (having a reasonable basis to do so) notifies the Registered Exchange Offer is not consummated within 180 days after Issuers prior to the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following the consummation of the Registered Exchange Offer, Offer that (A) it is prohibited by law or SEC policy from participating in the Exchange Offer or (ivB) any applicable law or interpretations do it may not permit any Holder to participate resell the Securities acquired by it in the Registered Exchange Offer, Offer to the public without delivering a Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (vC) any Holder that participates it is a Participating Broker-Dealer and owns Securities acquired directly from the Issuers or an affiliate of the Issuers, then in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or case of each of clauses (vii) and (ii) the Company so electsIssuers shall, then the following provisions shall applyat their cost: (a) The Company shall use its Use their reasonable best efforts to file as promptly as practicable (but in no event more than with the SEC on or prior to 45 days after so required the earlier of (x) the date on which the Issuers determine or requested pursuant to this Section 2receive notice from the SEC that the Exchange Offer Registration Statement cannot be filed as a result of clause (i) with above and (y) the Commissiondate on which the Issuers receive the notice specified in clause (ii) above, and thereafter shall use its reasonable best efforts to cause to be declared effective(such earlier date, the "Filing Deadline"), a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any and use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC on or prior to the later of (x) 90 days after the Filing Deadline for the Shelf Registration Statement and (y) 150 days after the Closing Date. (b) Use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years (or nine months in the case of a Shelf Registration Statement relating only to Private Exchange Offer Securities) from the date the Shelf Registration StatementStatement is declared effective by the SEC, a or for such shorter period that will terminate when all Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Transfer Restricted Securities (the "Registration StatementEffectiveness Period"). (c) Notwithstanding any other provisions hereof, the Company will use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuers shall not permit any securities other than Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuers further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Transfer Restricted Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the Company SEC, the Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 calendar days following the Closing Date or (B) the Exchange Offer is not consummated within 180 210 calendar days after the Issue DateClosing Date (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in any Registrable Notes which it acquired directly from the Registered Exchange Offer and held by it following the consummation of the Registered Exchange OfferIssuer, or (iv) any applicable law or interpretations do not permit upon the written request of any Holder that either (A) is not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by the staff of the SEC to participate in the Registered Exchange Offer or (B) participates in the Exchange Offer and does not receive fully tradable Exchange Notes pursuant to the Exchange Offer, or (v) any Holder that participates in if the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company Issuer so elects, then in case of each of clauses (i) through (v) the following provisions shall applyIssuer shall, at its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) practicable, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 180 calendar days after the Closing Date, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, together with any Exchange Offer (ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement, a "Statement have been sold pursuant to the Shelf Registration Statement")Statement or cease to be outstanding or otherwise to be Registrable Notes. (c) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by May 12, 2014 or the Registered Exchange Offer is not consummated within 180 days after the Issue Dateby June 9, or 2014; (iii) the Initial Purchasers determine upon advice of their counsel that a Shelf Registration Statement must be filed in connection with any Initial Purchaser so requests with respect to public offering or sale of Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it them following the consummation of the Registered Exchange Offer, ; or (iv) any applicable law or interpretations do Holder (other than the Initial Purchasers) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or (v) any Holder that participates does not receive freely tradeable New Securities in the Registered Exchange Offer does other than by reason of such Holder being an Affiliate of the Company (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 receive result in such New Securities being not “freely transferable Exchange Securities tradeable”), the Company and the Guarantor shall effect a Shelf Registration Statement in exchange for tendered Securities, or accordance with subsection (vib) below. (b) If required pursuant to subsection (a) above, (i) the Company so electsand the Guarantor, then the following provisions at their cost, shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (practicable, but in no event more later than 45 90 days after so required or requested pursuant such obligation to this Section 2) file arises, file with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectivebecome effective under the Act as soon as practicable, but in no event later than 120 days after the obligation to file the Shelf Registration Statement arises, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities or New Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by the Initial Purchasers in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantor may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of 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").; (cii) Notwithstanding the Company and the Guarantor shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders until the earliest of (A) the time when all of the Securities or New Securities, as applicable, covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without limitation by non-affiliates of the Company under clause (d) of Rule 144, (B) the date on which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and (C) one year from the date the Shelf Registration Statement is declared effective by the Commission (in any other provisions such case, such period being called the “Shelf Registration Period”); it being understood that the Company and the Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take 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 during that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantor’ obligations hereunder), including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantor promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable; and (iii) the Company will ensure that (i) any and the Guarantor shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, ; or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 330 days after of the Issue Date, or date hereof; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder 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 transferable Exchange tradeable New Securities in exchange for tendered SecuritiesSecurities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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) an Exchanging Dealer deliver 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”), or the Issuers shall effect a Shelf Registration Statement in accordance with subsection (vib) the Company so elects, then the following provisions shall apply:below. (ai) The Company Issuers shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 240 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectiveeffective under the Act within 300 days after so required or requested, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the 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 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"). (cii) Notwithstanding The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second 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. The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any other provisions action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, mergers and combinations and similar events, and (y) permitted pursuant to Section 4(k)(ii) hereof, . (iii) The Issuers shall cause the Company will ensure that (i) any Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer Registration Statement is not consummated effective within 180 210 days after the Issue Merger Closing Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (v) any Holder it being understood that participates the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), or (vi) the Company so elects, then and the following provisions Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 90 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 their respective 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"). (cii) The Company and the Guarantors shall use their respective commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after the Merger 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 and the Guarantors shall be deemed not to have used their respective commercially 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 the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets (to the extent permitted by the terms of the Indenture), so long as the Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (iii) Notwithstanding any other the foregoing provisions hereofof this Section 3, the Company and the Guarantors may for valid business reasons (other than avoidance of its obligations hereunder), including without limitation, a potential material acquisition, divestiture of assets or other material corporate transaction, notify Holders in writing that the Shelf Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Securities or New Securities; provided that the use of the Shelf Registration Statement or the Prospectus contained therein shall not be suspended for more than 45 days (whether or not consecutive) in the aggregate in any 12-month period. The Holders agree that upon receipt of any notice from the Company pursuant to this Section 3(b)(iii), it will ensure discontinue use of the Prospectus contained in the Shelf Registration Statement until receipt of copies of the supplemented or amended Prospectus relating thereto or until advised in writing by the Company that the use of the Prospectus contained in the Shelf Registration Statement may be resumed. (iiv) any The Company and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 days after the Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder (other than the Initial Purchaser) to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities Securities, other than restrictions imposed on Exchanging Dealers, in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) 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 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided that with respect to Exchange Securities or Private Exchange Securities received by 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 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 Section 2(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company will have the ability to suspend the availability of the Shelf Registration Statement for no more than 45 consecutive days or no more than an aggregate of 90 days during any consecutive twelve-month period if it 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 (the "Suspension Period"). A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities, Private Exchange Securities and Exchange Securities and shall end on the date when each Holder of Securities, Private Exchange Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company that use of the prospectus may be resumed. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because Following the Effective Time, the Company shall use reasonable efforts to qualify for registration on Form S-3 for secondary sales. The Company agrees that, upon the request of any change in law or applicable interpretations thereof by the Commission's staff Holder, the Company is shall promptly after receipt of such request notify each other Holder of receipt of such request and shall cause to be filed on or as soon as practicable thereafter, but not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 sooner than 35 days after the Issue Datereceipt of such notice from such Holder, a registration statement (a “Shelf Registration Statement”) on Form S-l, Form S-3 or (iii) any Initial Purchaser so requests with respect to other appropriate form under the Securities or Private Exchange Securities not eligible Act for an offering to be exchanged for made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Securities Commission (the “Commission”) and permitting sales in any manner not involving an underwritten public offering (and shall register or qualify the Registered Exchange Offer and held by it following shares to be sold in such offering under such other securities or “blue sky” laws as would be required pursuant to Section 7(g) hereof) covering up to the consummation aggregate number of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) Shares to be issued to such Holder and all other Holders who request that the Shares to be issued to them upon the exchange or repurchase of Units held by them be included in the Shelf Registration Statement upon the exchange or repurchase of Units so that the Shares issuable upon the exchange or repurchase of such Units will be registered pursuant to the Securities Act, (b) Common Shares to be issued to such Holder and all other Holders who request that the Common Shares to be issued to them upon the conversion of 7% Preferred Shares held by them be included in the Shelf Registration Statement upon the conversion of 7% Preferred Shares so that the Common Shares issuable upon the conversion of such 7% Preferred Shares will be registered for sale by such Holders pursuant to the Securities Act and (c) Registrable Securities held by such Holders. The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within three months after the filing thereof. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective (and to register or qualify the shares to be sold in such offering under such other securities or “blue sky” laws as would be required pursuant to Section 7(g) hereof) for so long as any Holder holds any Shares or Units that may be exchanged for Shares under the Partnership Agreement or until the Company has caused to be delivered to each Holder an opinion of counsel, which counsel must be reasonably acceptable to such Holders, stating that such Shares or Shares issued upon such exchange or conversion may be sold by the Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company has satisfied the informational requirements of Rule 144. The Company shall file as promptly as practicable (but any necessary listing applications or amendments to existing applications to cause the Common Shares issuable upon exchange or repurchase of Units or upon conversion of 7% Preferred Shares to be listed on the primary exchange on which the Common Stock is then listed, if any. Notwithstanding the foregoing, if the Company determines that it is necessary to amend or supplement such Shelf Registration Statement and if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in no event the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the Company and its stockholders for any such Shelf Registration Statement to be amended or supplemented, the Company may defer such amending or supplementing of such Shelf Registration Statement for not more than 45 days after so and in such event the Holders shall be required or requested pursuant to this Section 2) with discontinue disposition of any Registrable Securities covered by such Shelf Registration Statement during such period. Notwithstanding the Commissionforegoing, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under if the Securities Act relating Company irrevocably elects prior to the offer and sale filing of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies to issue all cash in all material respects with lieu of Shares upon the Securities Act and exchange of Units by the rules and regulations Holder requesting the filing of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any such Shelf Registration Statement, and any supplement the Company shall not be obligated to file such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingShelf Registration Statement.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after of the Issue Date, or (iii) any the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law Holder (other than an Exchanging Dealer or interpretations do the Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer or the Initial Purchaser) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a shelf registration statement "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement the Shelf Registration Statement and Rule 415 under the Securities Act (hereafterhereinafter, a the "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration StatementRegistration"); provided, however, that no Holder (other than 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 the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any 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 the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information)prospectus, does not include an 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. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 310 days after of the Issue Date, or (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in on the date of the exchange for tendered Securitiesand any such Holder so requests, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 60 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a shelf registration statement “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6(d) hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "the Shelf Registration Statement" andStatement and Rule 415 under the Securities Act (hereinafter, together with the “Shelf Registration”), it being agreed that in the case the Company is filing a Shelf Registration Statement due to (x) the occurrence of the events specified in clause (i) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 270th day after the Issue Date or (y) the occurrence of the events specified in clause (ii), (iii) or (iv) of this Section 2, the Company shall use its reasonable best efforts to have such Shelf Registration Statement declared effective on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any Exchange Offer successor rule thereof). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration StatementStatement 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, a "Registration Statement")unless such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The At any time after the six month anniversary of the IPO, subject to Section 5.3(d), and further subject to the availability of a Registration Statement on Form S-3 or on any other form which permits incorporation of substantial information by reference to other documents filed by the issuer with the SEC (“Form S-3”) to the Company, any of the Shareholders may by written notice delivered to the Company shall use its reasonable best efforts (the “Shelf Notice”) require the Company to file as promptly soon as practicable (but in no event more later than 45 60 days after so required or requested pursuant to this Section 2) with the Commissiondate the Shelf Notice is delivered), and thereafter shall to use its reasonable best efforts to cause to be declared effectiveeffective by the SEC within 90 days after such filing date, a shelf registration statement Form S-3 providing for an offering to be made on an appropriate form a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof sale, from time to time time, of a number of Registrable Securities that is equal to or greater than the Registrable Amount (based on the number of Registrable Securities outstanding on the date such notice is delivered) owned by such Shareholders and any other Shareholders who elect to participate therein as provided in Section 5.3(b) in accordance with the methods plan and method of distribution set forth in the prospectus included in such registration statement Form S-3 (hereafter, a "the “Shelf Registration Statement" and”). (b) A Shareholder that delivers a Shelf Notice to the Company shall do so at least seventy-five (75) days prior to such Quarterly Exchange Date in which such Shareholder expects to request an Exchange to obtain the Registrable Securities to be sold in such registration. Within five business days after receipt of a Shelf Notice pursuant to Section 5.3, together the Company will deliver written notice thereof to each Shareholder. Each Piggyback Seller may elect to participate in the Shelf Registration Statement by delivering to the Company a written request to so participate within ten days after the Shelf Notice is received by any such Piggyback Seller, or, to the extent practicable, within such longer period of time specified by the Company sufficient to comply with the notice requirements under the Exchange Agreement for any Shareholder who must effect an Exchange Offer Registration Statement, a "Registration Statement")prior to such registration. (c) Notwithstanding any other provisions hereofSubject to Section 5.3(d), the Company will ensure that use reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) any two years after the Shelf Registration Statement has been declared effective; and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and any amendment thereto (method of distribution disclosed in either case, other than with respect to information the prospectus included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, or otherwise. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled to suspend the use of the prospectus included in the Shelf Registration Statement, filed in accordance with Section 5.3, for a reasonable period of time not to exceed 90 days in succession or 180 days in the aggregate in any 12 month period (a “Suspension Period”) if the Company shall determine in its reasonable judgment that (A) it is not feasible for the Shareholder to use the prospectus for the sale of Registrable Securities because of the unavailability of audited or other required financial statements, provided that the Company shall use its reasonable efforts to obtain such financial statements as promptly as practicable, or (B) the filing or effectiveness of the prospectus relating to the Shelf Registration Statement would cause the disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that any Suspension Period shall terminate at such time as the public disclosure of such information is made. After the expiration of any Suspension Period and without any further request from a Shareholder, the Company shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to such the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus (in either case, other than with respect to Holders' Information), does will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) All rights of the Shareholders under this Section 5.3(e) shall be subject to the restrictions of Section 2.2. (f) The Shareholders shall be entitled to demand such number of shelf registrations as shall be necessary to sell all of its Registrable Securities pursuant to this Section 5.3.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 300 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in writing within 180 days after the Registered Exchange Offer and held by it following the consummation of the Registered with respect to Private Exchange OfferSecurities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company Issuers so electselect, then the following provisions shall apply: (a) The Company Issuers shall use its their reasonable best efforts to file as promptly as practicable (but in no event more than 45 180 days after so required or requested requested, in each case pursuant to this Section 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have Securities or Exchange 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. (b) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of two years from the Issue Date or the date on which all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take 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 such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by the Issuers in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Issuers within 120 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Issuers fail to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that the Issuers give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Issuers that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each Suspension Period. (c) Notwithstanding any other provisions hereof, the Company Issuers will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 300 days after of the Issue Closing Date, or ; (iii) any Initial Purchaser Placement Agent so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than a Placement Agent) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder Placement Agent that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Placement Agent does not receive freely transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that a Placement Agent deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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"), then the following provisions Issuers shall apply:file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall use its reasonable best efforts to file as promptly as practicable (practicable, but in no event more later than 45 210 days after so required or requested pursuant such filing obligation arises, use their commercially reasonable efforts to this Section 2) file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effectiveeffective under the Act within 270 days after such filing obligation arises, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than a Placement Agent) 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 a Placement Agent in exchange for Securities constituting any portion of an unsold allotment, the 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 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"). (cii) Notwithstanding The Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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, (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 other provisions hereofsuch case, the Company will ensure "Shelf Registration Period"). The Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise taken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers' obligations hereunder), including the acquisition or divestiture of assets 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 375 days after of the Issue Closing Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder 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 transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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”), then the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable use its their 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 2) with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectiveeffective under the Act within 375 days, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 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 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"). (cii) Notwithstanding The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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, (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 other provisions hereofsuch case, the Company will ensure “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (i) because of So long as any change in law or applicable interpretations thereof by the Commission's staff PIPE Registrable Shares are outstanding, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use its reasonable best efforts to file to, as promptly soon as practicable (practicable, but in no any event more than 45 within thirty (30) days after so required or requested pursuant to this Section 2) the date hereof, file with the Securities and Exchange Commission (the “Commission”), and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as soon as practicable, a shelf an initial registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Shares by the Holders thereof (the “Shelf Registration Statement”) from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”). Such Shelf Registration Statement shall include the plan of distribution attached hereto as Exhibit B, as may be modified in response to any comments received from the Commission. Without the prior written consent of the Holders of a majority of the Registrable Shares, no Shelf Registration Statement relating to the offer and sale of Registrable Shares shall register any transaction in any securities of the Company, other than the offer and sale of Registrable Shares by the Holders thereof. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Shares in the initial Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Shares by the Holders (a “Rule 415 Limitation”), and/or the Commission informs the Company that certain of the selling stockholders would be deemed to be statutory underwriters, the Company agrees to promptly use its reasonable best efforts to file amendments to the initial Shelf Registration Statement as required by the Commission and/or withdraw the initial Shelf Registration Statement and file a new registration statement on Form S-1 or such other form available for registration of the Registrable Shares as a secondary offering, in either case covering the maximum number of Registrable Shares permitted to be registered by the Commission and avoid the selling stockholders being deemed to be statutory underwriters; provided, however, that prior to such amendment or subsequent Shelf Registration Statement, the Company shall be obligated to use its reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Shares and against the selling stockholders being deemed statutory underwriters in accordance with Commission Guidance, including without limitation, the Compliance and Disclosure Interpretations, “Securities Act Rules” No. 612.09, and the Securities Act. In the event the Company amends the initial Shelf Registration Statement or files a subsequent Shelf Registration Statement, as the case may be, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission, Commission Guidance or the Securities Act, on one or more registration statements, those Registrable Shares not included in the initial Shelf Registration Statement as amended or the subsequent Shelf Registration Statement. The number of Registrable Shares that may be included in each such registration statement shall be allocated among the Holders thereof in proportion (hereafteras nearly as practicable) to the number of Registrable Shares owned by each Holder or in such other proportion as is necessary to avoid the selling stockholders being deemed to be statutory underwriters, which reductions shall be applied to the Holders on a pro rata basis based on the total number of Registrable Shares held by such Holders. Notwithstanding anything herein to the contrary, if the Commission, by written comment, limits the Company’s ability to file, or prohibits or delays the filing of, a "Shelf Registration Statement with respect to any or all the Registrable Shares which were not included in the initial Shelf Registration Statement (a “Subsequent Shelf Limitation”), the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use “reasonable efforts,” “reasonable best efforts” or “best efforts” as set forth above or elsewhere in this Agreement. Unless otherwise specifically stated herein, the term “Shelf Registration Statement" and, together with any Exchange Offer ” shall refer individually to the initial Shelf Registration Statement and to each subsequent Shelf Registration Statement, a "if any. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement"Statement continuously effective until the earlier of the date on which all PIPE Registrable Shares cease to be Registrable Shares and the second anniversary of the date the Shelf Registration Statement is declared effective (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 Shelf Registration Period if it voluntarily takes, or fails to take, any action that would directly result in Holders of PIPE Registrable Shares covered thereby not being able to offer and sell such PIPE Registrable Shares during such period, unless such action is required by applicable law or except as provided in Section 2(h). (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that shall cause (i) any the Shelf Registration Statement and (as of the effective date of Shelf Registration Statement), any amendment thereto and any prospectus forming part thereof and any (as of the effective date thereof) or supplement thereto complies (as of its date), (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder, and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an 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 not misleading misleading, and (iiiii) any related prospectus, preliminary prospectus forming part of any Shelf Registration Statement, or Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to such prospectus comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (in either case, other than with respect B) not to Holders' Information), does not include an 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; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein. (d) The Company shall use its reasonable best efforts to cause the Registrable Shares included in the Shelf Registration Statement (i) to be quoted on an OTC Quotation System as soon as practicable after the Shelf Registration Statement is declared effective by the Commission and (ii) if otherwise eligible pursuant to applicable listing requirements, to be listed on a National Securities Exchange as soon as practicable following the Company’s acceptance for quotation on an OTC Quotation System.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 240 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company and the Subsidiary Guarantors shall use its their 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 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf ----- Registration Statement" and, together with any Exchange Offer Registration ---------------------- Statement, a "Registration Statement"). ---------------------- (b) The Company and the Subsidiary Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities Act (in any such case, such period being called the "Shelf ----- Registration Period"). The Company and the Subsidiary Guarantors shall be ------------------- deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if either of them voluntarily take 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company will and the Subsidiary Guarantors shall ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' -------- Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or ----------- omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff staff, the Company is Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Notes validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Notes within 180 270 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities Notes not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities Notes in exchange for tendered SecuritiesNotes, or (vi) the Company Issuers so electselect, then the following provisions shall apply: (a) The Company Issuers shall use its their 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 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities Notes (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (b) The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Notes for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Notes covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date on which the Notes become eligible for resale without regard to the volume, manner of sale and other restrictions contained in Rule 144 under the Securities Act pursuant to paragraph (k) thereof (in any such case, such period being called the "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if any of them voluntarily take any action that would result in Holders of Transfer Restricted Notes covered thereby not being able to offer and sell such Transfer Restricted Notes during that period, unless (A) such action is required by applicable law or (B) such action was permitted by Section 2(c). (c) Notwithstanding the provisions of Section 2(b) (but subject to the provisions of Section 3(b)), the Issuers may issue a notice that the Shelf Registration Statement is unusable pending the announcement of a material corporate transaction and may issue any notice suspending use of the Shelf Registration Statement required under applicable securities laws to be issued. (d) Notwithstanding any other provisions hereof, the Company Issuers will ensure that (i) any the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company Issuers by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company determines upon advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated completed within 180 225 days after the Issue Datedate of the original issuance of the Securities or the Registered Exchange Offer is not consummated within 32 business days after the Exchange Offer Registration Statement is declared effective, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities Holder is not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, Offer or (viv) in the case of any such Holder that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradable Exchange Securities in exchange for tendered Securitiessecurities, or (vi) other than by reason of such Holder being an affiliate of the Company so electswithin the meaning of the Securities Act (it being understood that, then for purposes of this Section 3, the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of 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 Exchange Securities being not “freely tradeable”), the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more later than 45 60 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form become effective under the Securities Act a Shelf Registration 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 Transfer Restricted Securities (or the Exchange Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" andStatement (such Securities or Exchange Securities, together with as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as “Registration Securities”), 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"). (cb) Notwithstanding The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of the original issuance of the Securities or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any other provisions hereofsuch case, such period being called the “Shelf Registration Period”). The Company will ensure shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the 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 during that period, unless (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, such action is required by applicable law or (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to such action is taken by the Company by or on behalf in good faith and for valid business reasons (not including avoidance of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' InformationCompany’s obligation hereunder), does not include an untrue statement including the acquisition or divestiture of a material fact or omit to state a material fact necessary in order to make assets, so long as the statements thereinCompany promptly thereafter complies with the requirements of Section 4(k) hereof, in the light of the circumstances under which they were made, not misleadingif applicable.

Shelf Registration. (a) If (i) because of due to any change in applicable law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is and the Guarantors determine upon advice of outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 225 days after of the Original Issue Date, or ; (iii) any Initial Purchaser so requests with respect to Securities (or Private Exchange New Securities issued in respect thereof) 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 transferable New Securities in the Registered Exchange Offer and held by (it following being understood that the consummation requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates New Securities acquired in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely transferable”), or (vi) the Company so elects, then and the following provisions Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall use its 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 2) 3), file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effectiveeffective under the Act on or prior to the later of (A) the 210th day following the Original Issue Date and (B) the 90th day after being so required or requested, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted applicable Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 any Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Company and the Guarantors may, if permitted by then 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"). (cii) Notwithstanding any other provisions hereofSubject to Section 4(k)(ii), the Company will ensure and the Guarantors shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (A) the first 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, exchanged pursuant to DTC’s mandatory exchange procedures for 144A securities for unrestricted notes with the same CUSIP as the New Securities or are no longer outstanding (the “Shelf Registration Period”). The Company and the Guarantors shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Company or the Guarantors voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise undertaken by the Company or the Guarantors, as applicable, in good faith and for valid business reasons (not including avoidance of the Company’s or the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the Closing Date or the Exchange Offer is not consummated within 180 210 days after the Issue Closing Date, or (iii) upon the request of any of the Initial Purchaser so requests Purchasers with respect to Securities (or Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities participate in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do if a Holder is not permit any Holder permitted to participate in the Registered Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiv) the Company so electsshall, then the following provisions shall applyat its cost: (a) 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 2) practicable, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective by the SEC as promptly as practicable but no later than 210 days after the original issue of the Registrable Securities, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. In the event that the Company is required to file a Shelf Registration Statement upon the request of the Initial Purchaser pursuant to clause (iii) above or upon the request of any Holder (other than the Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iv) above, together the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2.1 with any respect to all Registrable Securities and a Shelf Registration Statement (which may be a Registration Statement combined with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such Holder or the Initial Purchaser after completion of the Exchange Offer; (b) use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, a "or for such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement"Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding notwithstanding any other provisions hereof, the Company will use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies comply in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. a. If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 305 days after of the Issue Date, or date hereof; (iii) any the Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than the Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) any Holder that in the case the Initial Purchaser participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive freely transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the requirement that 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 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 so elects, then the following provisions shall apply:use its commercially reasonable efforts to effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company shall use its 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 2) 3), file with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act within 120 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than the Initial Purchaser) shall be entitled to have the Securities or New Securities, as applicable, 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 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 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 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"). (cii) Notwithstanding The Company shall use its commercially reasonable 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 (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (A) the second anniversary of the original issuance; or (B) the date upon which all of the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any other provisions hereofaction that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company will ensure that in good faith and for valid business reasons (inot including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, and (y) any permitted pursuant to Section 4(k)(ii) hereof. (iii) The Company shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Securities Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after 16 months of the Issue Date, or (iii) within 30 days following consummation of the Registered Exchange Offer, any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a shelf registration statement “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "the Shelf Registration Statement" andStatement and Rule 415 under the Securities Act (hereinafter, together with 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 the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any Exchange Offer successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration StatementStatement 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, a "Registration Statement")unless such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If If, (i) because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff 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 1 2 hereof, or (ii) for any other reason the Exchange Offer Registration Statement has not been filed with the Commission within 60 days of the Closing Date, or (iii) for any other reason the Registered Exchange Offer is not consummated within 180 days after of the Issue Closing Date, or (iiiiv) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (ivv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) case of any Holder Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Purchaser does not receive freely transferable Exchange tradeable New Securities in exchange for tendered SecuritiesSecurities constituting any portion of an unsold allotment (it being understood that, or for purposes of this Section 3, (vix) the Company so elects, then requirement that a Purchaser deliver a Prospectus containing the following provisions information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall apply:result in such New Securities being not "freely tradeable" (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together that with respect to New Securities received by 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 staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of its obligations under this paragraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a "Shelf Registration Statement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or 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 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 (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. (c) Notwithstanding No Holder of Securities may include any other provisions hereof, the Company will ensure that (i) of its Securities in any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies pursuant to this Agreement unless such Holder furnishes to the Company in all material respects writing, within 10 days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein, and any amendment thereto (each such Holder agrees to furnish promptly to the Company all information required to be disclosed in either case, other than with respect order to make the information included therein in reliance upon or in conformity with written information previously furnished to the Company by or on behalf of any such Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not materially misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff staff, the Company is and the Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 270 days after the Issue Date, or (iii) any an Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or Securities (vi) the Company so electsobligation to comply with a prospectus delivery requirement being understood not to constitute a restriction on transferability), then the following provisions shall apply: (a) The Company and the Guarantors shall use its their respective 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 2) with the Commission, and thereafter shall use its their respective reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided however, that no Holder of Transfer Restricted Securities (other than the Initial Purchasers) shall be entitled to have Transfer Restricted Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto and (ii) the date all of the Transfer Restricted Securities become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their respective reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take 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 such action is required by applicable law; provided however, that the foregoing shall not apply to actions taken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as the Company and the Guarantors within 30 days thereafter comply with the requirements of Section 4(j) hereof. Any such period during which the Company 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 a "Suspension Period." A Suspension Period shall commence on and include the date that the Company and the Guarantors give notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer Restricted Securities and shall end on the date when each Holder of Transfer Restricted Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the Company and the Guarantors that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year time period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period. (c) Notwithstanding any other provisions hereof, the Company and the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Guarantors by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof2.1, or (ii) if for any other reason the Registered Exchange Offer is not consummated Consummated within 180 365 days after the Issue initial Settlement Date, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following the consummation of the Registered Exchange Offer, or (iv) any Offer that it is not permitted by applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer or having participated in the Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer it does not receive freely transferable fully tradable Exchange Securities pursuant to the Exchange Offer, then in exchange for tendered Securities, or case of each of clauses (vii) through (iii) the Company so electsshall, then the following provisions shall applyat its reasonable cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (practicable, but in no event more later than 45 60 days after being required to do so required or requested pursuant to this under Section 2) 2.2, file with the CommissionSEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effectivebecome effective as promptly as practicable but no later than 270 days after being required to do so under Section 2.2, a shelf registration statement on Shelf Registration Statement (which may be an appropriate form under amendment to the Securities Act Exchange Offer Registration Statement) relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and; provided, together with any however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration StatementStatement set forth in Section 2.1; provided, further, that no Holder shall be entitled to be named as a "selling securityholder in the Shelf Registration Statement")Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling securityholder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company may reasonably request. (b) Use its commercially reasonable efforts (i) to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the initial Settlement Date, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities and (ii) to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time. (c) Notwithstanding any other provisions hereof, the Company will use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any prospectus Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either caseas amended or supplemented from time to time) (each, other than with respect to Holders' Informationas of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading; provided, that clauses (ii) and (iii) of this paragraph shall not apply to any information provided in writing by the Dealer Managers or any Holder. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b), and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is Consummated within 365 days after the initial Settlement Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the Company SEC, the Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 calendar days following the Closing Date or (B) the Exchange Offer is not consummated within 180 210 calendar days after the Issue DateClosing Date (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in any Registrable Notes which it acquired directly from the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or Issuer (iv) any applicable law or interpretations do not permit upon the written request of any Holder that either (A) is not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by the staff of the SEC to participate in the Registered Exchange Offer, Offer or (B) participates in the Exchange Offer and does not receive fully tradable Exchange Notes pursuant to the Exchange Offer or (v) any Holder that participates in if the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company Issuer so elects, then in case of each of clauses (i) through (v) the following provisions shall applyIssuer shall, at its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) practicable, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 180 calendar days after the Closing Date, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, together with any Exchange Offer (ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement, a "Statement have been sold pursuant to the Shelf Registration Statement")Statement or cease to be outstanding or otherwise to be Registrable Notes. (c) Notwithstanding any other provisions hereof, the Company will use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the Company SEC, the Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 180 calendar days following the Closing Date or (B) the Exchange Offer is not consummated within 180 210 calendar days after the Issue DateClosing Date (provided that the Issuer is not then actively pursuing such effectiveness or consummation, or as the case may be), (iii) any upon the written request of the Initial Purchaser so requests Purchasers with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in any Registrable Notes which it acquired directly from the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or Issuer (iv) any applicable law or interpretations do not permit upon the written request of any Holder that either (A) is not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by the staff of the SEC to participate in the Registered Exchange Offer, Offer or (B) participates in the Exchange Offer and does not receive fully tradable Exchange Notes pursuant to the Exchange Offer or (v) any Holder that participates in if the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company Issuer so elects, then in case of each of clauses (i) through (v) the following provisions shall applyIssuer shall, at its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) practicable, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 180 calendar days after the Closing Date, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, together with any Exchange Offer (ii) the date on which the Registrable Notes become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all Registrable Notes of each series covered by the Shelf Registration Statement, a "Statement have been sold pursuant to the Shelf Registration Statement")Statement or cease to be outstanding or otherwise to be Registrable Notes. (c) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Issuer in writing, within 15 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Issuer all information with respect to such Holder necessary to make the information previously furnished to the Issuer by such Holder not materially misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by of the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 135 days after the Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) 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 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration StatementSHELF REGISTRATION STATEMENT" and, together with any Exchange Offer Registration Statement, a "Registration StatementREGISTRATION STATEMENT"). (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders for a period of two years from the Issue Date or such shorter period that will terminate when all the Securities and Exchange Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or pursuant to Rule 144 under the Securities 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 voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and sell such Securities or Exchange Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "HoldersHOLDERS' InformationINFORMATION")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 150 days following the Closing Date or the Exchange Offer is not consummated within 180 days after the Issue Closing Date, or (iii) any upon the request of the Initial Purchaser so requests (but only with respect to any Registrable Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in which the Registered Exchange Offer and held by it following Initial Purchaser acquired directly from the consummation of the Registered Exchange Offer, Company) or (iv) any if a Holder is not permitted by the federal securities laws or applicable law or interpretations do not permit any Holder thereof by the staff of the SEC to participate in the Registered Exchange Offer or does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiv) the Company so electsshall, then the following provisions shall applyat its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) practicable, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 210 days after the Closing Date, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that with respect to Exchange Securities received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, the Company may, if permitted by then applicable federal securities laws and interpretations thereof by the SEC, file one or more post-effective amendments to the Exchange Offer Registration Statement in satisfaction of its obligations under this paragraph (a) solely with respect to broker-dealers who acquired their securities as a result of market making or other trading activities and use its reasonable best efforts to keep such Exchange Offer Registration Statement, as so amended, continuously effective for such period of time as may be necessary to permit such broker-dealers to comply with the applicable prospectus delivery requirements under the 1933 Act and as otherwise required herein; and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement; (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise cease to be Registrable Securities (the "Effectiveness Period"); provided, however, that the Company shall not be obligated to keep such Shelf Registration Statement effective if (A) any event occurs or facts are discovered which make any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or which require the making of any changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading; (B) the Company determines, in its reasonable judgment, upon advice of counsel, as authorized by a resolution of its Board of Directors, that the continued effectiveness and useability of such 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 such Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for any of the foregoing reasons shall last no longer than 45 days in any 12-month period whereafter Additional Interest (as defined in Section 2.5) shall become payable in accordance with Section 2.5, and (B) the Company thereafter complies as promptly as practicable with the requirements of Section 3(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 prompt notice to the Holders that the Shelf Registration Statement"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 (which contains clauses (A) and (B)) of the foregoing sentence and shall end on the earlier to occur of (1) 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 contemplated by Section 3(k) hereof or is advised in writing by the Company as promptly as practicable following its determination that use of the prospectus may be resumed and (2) the expiration of 45 days in any 12-month period during which one or more Suspension Periods has been in effect. The Company shall extend the Effectiveness Period (or the period during which Participating Broker-Dealers are entitled to use the prospectus included in the Exchange Offer Registration Statement in connection with the resale of the Exchange Securities, as the case may be) by the number of days during either such period from and including the date of the giving of such notice to and including the date which is the earlier to occur as described in the preceding sentence. (c) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. Without the consent of the Initial Purchaser, which consent shall not be unreasonably withheld, the Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the original issue of the Registrable Securities or the Exchange Offer is not consummated within 180 45 days after the Issue DateExchange Offer Registration Statement becomes effective, or (iii) if, upon the request of any of the Initial Purchaser so requests Purchasers made within 90 days after the consummation of the Exchange Offer with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it such Initial Purchaser following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do if a Holder is not permit any Holder permitted to participate in the Registered Exchange Offer or does not receive fully tradable Exchange Securities pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiv) the Company so electsshall, then the following provisions shall applyat its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable practicable, file with the SEC no later than (but in no event more than 45 i) 210 days after so required the Closing Date or requested pursuant to this Section 2(ii) with 60 days after the Commissionfiling obligation arises, whichever is later, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 240 days after the original issue of the Registrable Securities (or 90 days after a request by any Initial Purchaser), a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC, together with any Exchange Offer or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement, a Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the "Registration StatementEffectiveness Period"); provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuer and the Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 365 days after the Issue Settlement Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder of Transfer-Restricted Securities to participate in the Registered Exchange Offer, or (viv) any Holder of Transfer-Restricted Securities that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Transfer-Restricted Securities, or (viv) any Transfer-Restricted Securities validly tendered pursuant to the Company so elects, then Registered Exchange Offer are not exchanged for the following provisions shall applyapplicable Exchange Securities promptly after being accepted for exchange: (a) The Company Issuer and the Guarantors shall use its their reasonable best efforts to file prepare and file, if as promptly as practicable required or requested pursuant to this Section 2, with the Commission and shall use their reasonable best efforts to cause to be declared effective no later than the later of (but in no event more than 45 x) 365 days after the Settlement Date and (y) 90 days after so required or requested pursuant to this Section 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Transfer-Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "“Shelf Registration Statement" ” and, together with any Exchange Offer Registration Statement, a "“Registration Statement"”). (b) The Issuer and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming a part thereof to be used by Holders of Transfer-Restricted Securities for a period of (i) six months from the first day that the Shelf Registration Statement becomes effective or (ii) such shorter period that will terminate upon the earlier to occur of (x) all of the Transfer-Restricted Securities covered by such Shelf Registration Statement having been sold pursuant thereto or (y) all of such Securities ceasing to be Transfer-Restricted Securities (the period from the effective date of such Shelf Registration Statement until the earlier of the events described in clauses (i) and (ii) above, the “Shelf Registration Period”). (c) Notwithstanding any other provisions hereof, In the Company will ensure that absence of events described in clauses (i) through (v) of the first paragraph of this Section 2, the Issuer and the Guarantors shall not be permitted to discharge their obligations under Section 1 hereof by means of the filing of a Shelf Registration Statement. (d) The Issuer will have the ability to suspend the Shelf Registration Statement, as limited below (a “Suspension Period”), if the Issuer determines, in its reasonable judgment, that the continued effectiveness and/or use of the Shelf Registration Statement would require the disclosure of confidential information or interfere with any financing, acquisition, reorganization or other material transaction involving the Issuer. A Suspension Period shall commence on and include the date that the Issuer gives written notice to all Holders of Transfer-Restricted Securities that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Transfer-Restricted Securities covered by such Shelf Registration Statement and any amendment thereto continue until holders of such Transfer-Restricted Securities (as defined below) either receive the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or receive an Advice (as defined below) that use of the prospectus may be resumed. No Suspension Period shall be for more than 30 consecutive days and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein such Suspension Periods may not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, exceed 60 days in the light of the circumstances under which they were made, not misleadingaggregate during any twelve month period.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 270 days of the Closing Date (or if such 270th day is not a Business Day, by the next succeeding Business Day) or the Registered Exchange Offer is not consummated within 180 days 30 Business Days after the Issue Date, or Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange Securities Notes in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable Holder notifies the Company that (A) it is prohibited by law or interpretations do not permit any Holder to participate Commission policy from participating in the Registered Exchange Offer, or ; (vB) any Holder that participates it may not resell the Exchange Notes acquired by it in the Registered Exchange Offer does to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not receive freely transferable Exchange Securities in exchange appropriate or available for tendered Securities, such resales; or (viC) it is a broker-dealer and owns Securities acquired directly from the Company so electsor an affiliate of the Company, then the following provisions Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors shall use its their respective reasonable best efforts to file as promptly as practicable (but in no event more than 45 with the Commission within 30 days after so required or requested pursuant to this Section 2such filing obligation arises (or, if later, 150 days after the Closing Date) with the Commission, and thereafter shall use its their respective reasonable best efforts to cause to be declared effectiveeffective under the Act within 75 days of such filing (or, if later, 270 days after the Closing Date), pursuant to subsection (a) of this Section 3, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Notes, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement or be entitled to use a Prospectus forming a part thereof unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and has returned to the Company a completed and signed selling securityholder questionnaire in reasonable and customary form by the reasonable deadline for responses set forth therein; and provided further, that with respect to Exchange Notes 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 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"). (cii) Notwithstanding any other The Company and the Guarantors shall use their respective reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second anniversary thereof or (B) the date upon which all the Securities or Exchange Notes, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding. (iii) Subject to the provisions of Section 4 hereof, the Company will ensure that (i) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (i) because of any change or development in law or applicable interpretations thereof by the Commission's staff the Company is and the Guarantors are not permitted permitted, or for any other reason the Commission does not permit the Company and the Guarantors, to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 135 days after the Issue Acquisition Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company and the Guarantors shall use its their reasonable best efforts to file as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement") provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities, the Exchange Securities or the Private Exchange Securities held by it covered by the Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective and available in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company and the Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to 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 not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the Closing Date or the Registered Exchange Offer is not consummated within 180 45 days after the Issue Date, or Exchange Offer Registration Statement is declared effective; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, ; or (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (v) any Holder it being understood that participates the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), or (vi) the Company so elects, then and the following provisions Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company and the Guarantors 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 2) file with the Commission, Commission and thereafter shall use its their respective commercially reasonable best efforts to cause to be declared effectiveeffective under the Act within 90 days after being required or requested, pursuant to subsection (a) of this Section 3, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 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"). (cii) Notwithstanding The Company and the Guarantors shall use their respective commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period the “Shelf Registration Period”)from the date the Shelf Registration Statement is declared effective by the Commission until the first to occur of (A) the second 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. The Company and the Guarantors shall be deemed not to have used their respective commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if any other of them voluntarily 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 the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, and (y) permitted pursuant to Section 4(k)(ii) hereof. (iii) Subject to the provisions of Section 4 hereof, the Company will ensure that (i) any and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities Act and the rules and regulations applicable requirements of the Commission thereunder, Act; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If Plains shall, as promptly as reasonably practicable, but in any event within ninety (90) days of the date of Closing (as defined in the Agreement), prepare and file with the Securities and Exchange Commission ("SEC'): (i) because a shelf registration statement (the "Preferred Stock & Conversion Shares Registration Statement") pursuant to Rule 415 of any change in law or applicable interpretations thereof by the Commission's staff Securities Act of 1933, as amended (the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii"Securities Act") for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities the shares of preferred Stock and the shares of Common Stock of plains into which the Preferred Stock and any dividend arrearage thereon is convertible or Private Exchange Securities not eligible exchangeable (the "Conversion, Shares") (the Preferred Stock and Conversion Shares collectively referred to be exchanged for Exchange Securities in as the Registered Exchange Offer "Shares") and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) 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 2) with the Commission, and thereafter shall use its reasonable best efforts to cause the Preferred Stock & Conversion Shares Registration Statement to become and remain effective until such time as all of the outstanding Shares can be declared effective, resold pursuant to SEC Rule 144(k) (or any successor provision) under the Securities Act; and (ii) a shelf registration statement on an appropriate form (the "Warrant Shares Registration Statement") pursuant to Rule 415 of the Securities Act with respect to the Warrant Shares and use its best efforts to cause the Warrant Shares Registration Statement to become and remain effective until the earlier of(x) the expiration of the Warrant or (y) such time as all of the Warrant Shares can be resold pursuant to SEC Rule 144(k) (or any successor provision) under the Securities Act relating Act. 2 The Preferred Stock & Conversion Shares Registration Statement and the Warrant Shares Registration Statement are collectively referred to herein as the offer and sale "Registration Statements". Shell Shareholder shall, within ten (10) days of the Transfer Restricted Securities (Closing, notify Plains of its proposed method of distribution of the Shares and the Warrant Shares, and the plan(s) of the distribution in each of the Registration Statements shall be to sell the Shares only through the methods of distribution so specified by Shell Shareholder. In the absence of a contrary written indication by Shell Shareholder, the Plan of Distribution in each of the Registration Statements shall be deemed to be as defined herein) by the Holders thereof follows: "The Shares or Warrant Shares may be sold from time to time by or for the account of holder thereof in the over-the-counter market, or otherwise at prices and on terms then prevailing or at prices related to then current market price, in negotiated transactions or, with respect to the Conversion Shares or Warrant Shares, on the American Stock Exchange ("AMEX"). The Shares or the Warrant Shares may be sold by any one or more of the following methods: (i) a block trade (which may involve crosses) in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; (ii) purchase by broker or dealer as principal and resale by such broker or dealer for its account pursuant to the Prospectus; (iii) exchange distributions and/or secondary distributions of the Conversion Shares or the Warrant Shares in accordance with the methods rules of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement").the AMEX; (civ) Notwithstanding ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (v) privately negotiated transactions. Shell Shareholder may effect any other provisions hereofsuch transaction by selling Shares or Warrant Shares through broker-dealers, and such broker-dealers may receive compensation in the Company form of commissions from Shell Shareholder (which commissions will ensure that (i) any Shelf Registration Statement not exceed the customary in the types of transactions involved). Shell Shareholder and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies broker-dealers that participate in all material respects with the distribution of the Shares or the Warrant Shares may be deemed to be "underwriters" within the meaning of the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than connection with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statementsuch sales, and any supplement profit on the sale of Shares by it and any commissions received by any such broker-dealers may be deemed to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingbe underwriting discounts and commissions."

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company Holdings is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 165 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in writing within 60 days after the Registered Exchange Offer and held by it following the consummation of the Registered with respect to Private Exchange OfferSecurities, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company Holdings so elects, then the following provisions shall apply: (a) The Company Holdings shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 60 days after so required or requested requested, in each case pursuant to this Section 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder of Securities or Exchange Securities (other than the Initial Purchasers) shall be entitled to have a Securities or Exchange 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. (b) Holdings shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or the date on which all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). Holdings shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless such action is required by applicable law; provided, however, that the foregoing shall not apply to actions taken by Holdings in good faith and for valid business reasons (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, so long as Holdings within 120 days thereafter complies with the requirements of Section 4(j) hereof. Any such period during which Holdings fails to keep the Shelf Registration Statement effective and usable for offers and sales of Securities and Exchange Securities is referred to as a "Suspension Period." A Suspension Period shall commence on and include the date that Holdings gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and Exchange Securities and shall end on the date when each Holder of Securities and Exchange Securities covered by such registration statement either receives the copies of the supplemented or amended prospectus contemplated by Section 4(j) hereof or is advised in writing by the company that use of the prospectus may be resumed. If one or more Suspension Periods occur, the two-year period referenced above shall be extended by the aggregate of the number of days included in each such Suspension Period. (c) Notwithstanding any other provisions hereof, the Company Holdings will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company Holdings by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof2.1, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 180 365 days after the Issue original Exchange Date, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following the consummation of the Registered Exchange Offer, or (iv) any Offer that it is not permitted by applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer or participates in the Exchange Offer and does not receive fully tradable Exchange Securities pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiii) the Company so electsshall, then the following provisions shall applyat its reasonable cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (practicable, but in no event more later than 45 90 days after being required to do so required or requested pursuant to this under Section 2) 2.2, file with the CommissionSEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effectivebecome effective as promptly as practicable but no later than 270 days after being required to do so under Section 2.2, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and; provided, together with any however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration StatementStatement set forth in Section 2.1; provided, further, that no Holder shall be entitled to be named as a "selling security holder in the Shelf Registration Statement")Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company may reasonably request. (b) Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the Exchange Date, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities. (c) Notwithstanding any other provisions hereof, the Company will use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any prospectus Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either caseas amended or supplemented from time to time) (each, other than with respect to Holders' Informationas of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b), and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Exchange Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 270 days after of the Issue Closing Date, or ; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not "freely tradeable;" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of 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 Exchange Securities being not "freely tradeable"), then the following provisions Issuers shall apply:file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall as promptly as practicable use its their 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 2) with the Commission, Commission and thereafter shall use its their commercially reasonable best efforts to cause to be declared effectiveeffective under the Act within 120 days after the obligation arises pursuant to section (a), a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to Exchange Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the 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 their obligations under this subsection (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"). (cii) Notwithstanding The Issuers shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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 (B) the date upon which all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (in any other provisions hereofsuch case, the Company will ensure "Shelf Registration Period"). The Issuers shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities or Exchange Securities, as the case may be, covered thereby not being able to offer and sell such Securities or Exchange Securities, as the case may be, at any time during the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise undertaken by the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers' obligations hereunder), including the acquisition or divestiture of assets, 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 thereto and any prospectus forming part thereof and any or supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereto, as of the Commission thereunder, (ii) any effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply with the applicable requirements of the Act and (B) not to contain any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.

Shelf Registration. If (a) On or prior to each Filing Date (i) because with respect to the Transferred Warrants, the Company shall prepare and file with the Commission a prospectus supplement to the Existing Registration Statement to update information to reflect the transfer of any change in law or applicable interpretations thereof by the Commission's staff Transferred Warrants to Purchaser and update the “Selling Stockholder” section of such registration statement to add Purchaser as a “Selling Stockholder” thereunder and (ii) with respect to all other Registrable Securities, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not permitted then eligible to effect register for resale the Registered Exchange Offer Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the Holders of at least 85% interest the Registrable Securities) the “Plan of Distribution” in substantially the form attached hereto as contemplated by Section 1 hereofAnnex A and the “Selling Stockholder” section in substantially the form attached hereto as Annex B; provided, or however, that (iiA) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible the prospectus supplement required by Section 2(a)(i), such Plan of Distribution and Selling Stockholder section may be in substantially the form set forth in the Existing Registration Statement and (B) no Holder shall be required to be exchanged for Exchange Securities in named as an “underwriter” without such Holder’s express prior written consent. Subject to the Registered Exchange Offer and held by it following terms of this Agreement, the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as practicable (possible after the filing thereof, but in any event no event more later than 45 days after so required or requested pursuant to this Section 2) with the Commissionapplicable Effectiveness Date, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form keep such Registration Statement and the Existing Registration Statement continuously effective under the Securities Act relating until the date that all Registrable Securities covered by such Registration Statement and the Existing Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the offer Company pursuant to a written opinion letter to such effect, addressed and sale acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the Transfer Restricted Securities (as defined herein) by effectiveness of a Registration Statement on the Holders thereof from time to time in accordance same Trading Day that the Commission confirms effectiveness with the methods Company, which shall be the date requested for effectiveness of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and. The Company shall, together with any Exchange Offer by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects final Prospectus with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company as required by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingRule 424.

Shelf Registration. If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 270 days after of the Issue Date, or (iii) any the Initial Purchaser Purchasers so requests request with respect to the Initial Securities or the Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it them following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange of Accredited Investor Securities in exchange for tendered Securitiesso requests with respect to Accredited Investor Securities held by such Holder, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) (such 30th day being a “Shelf Registration Statement Filing Deadline,” together with the CommissionExchange Offer Filing Deadline, each, a “Filing Deadline”) file with the Commission and thereafter shall (x) in the case of Section 2(i) above, use its reasonable best efforts to cause to be declared effectiveeffective on or prior to the 270th day after the Issue Date or (y) in the case of Section 2(ii), (iii), (iv) or (v) above, use its reasonable best efforts to cause be declared effective (unless it becomes effective automatically upon filing) on or prior to 90th day after the Shelf Registration Statement Filing Deadline (such 270th or 90th day, respectively, being an “Effectiveness Deadline”) a shelf 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 relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "the Shelf Registration Statement" andStatement and Rule 415 under the Securities Act (hereinafter, together with the “Shelf Registration”); provided, however, that no Holder (other than the Initial Purchasers) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement have been sold pursuant thereto (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 Exchange Offer Registration Statementaction that would result in Holders covered thereby not being able to offer and sell such Securities during that period, a "Registration Statement")unless such action is required by applicable law, as reasonably determined by the Company in its good faith judgment. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company determines upon the advice of its counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof2.1, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 180 365 days after the Issue Settlement Date, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any Offer that it is not permitted by applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer or participates in the Exchange Offer and does not receive fully tradable Exchange Securities pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiii) the Company so electsshall, then the following provisions shall applyat its reasonable cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (practicable, but in no event more later than 45 90 days after being required to do so required or requested pursuant to this under Section 2) 2.2, file with the CommissionSEC, and thereafter shall use its commercially reasonable best efforts to cause to be declared effectivebecome effective as promptly as practicable but no later than 270 days after being required to do so under Section 2.2, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and; provided, together with any however, that nothing in this Section 2.2(a) shall require the filing of a Shelf Registration Statement prior to the filing of the Exchange Offer Registration StatementStatement pursuant to Section 2.1; provided, further, that no Holder shall be entitled to be named as a "selling security holder in the Shelf Registration Statement")Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling security holder, evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the Company as the Company may reasonably request. (b) Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the Settlement Date, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities. (c) Notwithstanding any other provisions hereof, the Company will use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto, at the time each such registration statement or amendment thereto becomes effective, and any prospectus Prospectus as of the date thereof forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either caseas amended or supplemented from time to time) (each, other than with respect to Holders' Informationas of the date thereof), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b), and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC (other than with respect to any such supplement or amendment resulting solely from the incorporation by reference of any report filed under the Securities Exchange Act). In the event that the Exchange Offer is consummated within 365 days after the Settlement Date, the Company shall have no obligation to file a Shelf Registration Statement pursuant to Section 2.2(ii).

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is and the Subsidiary Guarantors are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests within 90 days after the consummation of the Registered Exchange Offer with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does notifies the Company within 20 Business Days (as defined in the Purchase Agreement) after the consummation of the Registered Exchange Offer that it did not receive freely transferable Exchange Securities in exchange for tendered Securities, Securities or (vi) the Company so elects, then the following provisions shall apply: (a) The Company and the Subsidiary Guarantors shall use its their 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 2) with the Commission, and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder (including certain indemnification obligations). (b) The Company and the Subsidiary Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period of two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement have been sold pursuant thereto (in any such case, such period being called the "Shelf Registration Period"). The Company and the Subsidiary Guarantor shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company and the Subsidiary Guarantors will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company and the Subsidiary Guarantors by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff Staff, the Company determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after completed by the Issue DateRegistered Exchange Offer Completion Deadline), or (iii) any Initial Purchaser so requests with respect Holder informs the Company prior to Securities the day that is 20 days following the completion of the Registered Exchange Offer that it was prohibited by law or Private Exchange Securities not eligible to be exchanged for Exchange Securities Commission policy from participating in the Registered Exchange Offer and held by it following (other than due solely to the consummation status of such Holder as an affiliate of the Registered Exchange OfferCompany within the meaning of the Securities Act), or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) case of any such Holder that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradable Exchange Securities in exchange for tendered Securities, or (vi) other than by reason of such Holder being an affiliate of the Company so electswithin the meaning of the Securities Act (it being understood that, then for purposes of this Section 3, the requirement that an Exchanging Dealer deliver a Prospectus in connection with resales of 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 Exchange Securities being not “freely tradable”), the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more later than 45 60 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement within 210 days after the date, if any on which the Company becomes obligated to file the Shelf Registration Statement (or if such 210th day is not a Business Day, the next succeeding Business Day) (the “Shelf Registration Effectiveness Deadline”), or shall, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective registration statement with the Commission for use by the Holders as a Shelf Registration Statement, relating to the offer and sale of the Transfer Restricted Securities (or the Exchange Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement such existing registration statement, as so designated, shall be referred to such prospectus herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. (in either case, other than with respect b) The Company shall use commercially reasonable efforts to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary keep the Shelf Registration Statement continuously effective in order to make permit the statements therein, in Prospectus forming part thereof to be usable by Holders for a period of two years from the light date of the circumstances under which they were madeoriginal issuance of the Securities or such shorter period that will terminate when all the Securities or 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 misleadingto have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the 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 during that period, unless (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s 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. If (i) because of any change in law or applicable interpretations thereof by of the Commission's staff the Company determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days 18 months after the Issue Date, or (iii) any the Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesSecurities (it being expressly understood that the requirement that the Initial Purchaser deliver a prospectus in connection with sales of 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 Exchange Securities being deemed not "freely tradeable" for the purposes of this Section 2), or (vi) the Company so elects, then the following provisions shall apply: (a) 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 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that no Holder (other than 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 the provisions of this Agreement applicable to such Holder. (cb) Notwithstanding any other provisions hereof, The Company shall use its reasonable best efforts to keep the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any continuously effective in order to permit the prospectus forming part thereof and any supplement thereto complies in to be used by Holders for a period of two years from the Issue Date or such shorter period that will terminate when all material respects with the Securities Act and Exchange Securities covered by the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto have been sold pursuant to the Shelf Registration Statement (in either any such case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (such period being called the "Holders' InformationShelf Registration Period")) does not, when it becomes effective, contain an untrue statement of a material fact or omit . The Company shall be deemed not to state a material fact required have used its reasonable best efforts to be stated therein or necessary to make keep the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities or Exchange Securities covered thereby not being able to offer and any supplement to sell such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.Securities

Shelf Registration. If (i) because Following the Effective Time, the Company shall use reasonable efforts to qualify for registration on Form S-3 for secondary sales. The Company agrees that, upon the request of any change in law or applicable interpretations thereof by the Commission's staff Holder, the Company is shall promptly after receipt of such request notify each other Holder of receipt of such request and shall cause to be filed on or as soon as practicable thereafter, but not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 sooner than 35 days after the Issue Datereceipt of such notice from such Holder, or a registration statement (iiia "Shelf Registration Statement") on Form S-1, ▇▇▇▇ ▇-▇ ▇▇ any Initial Purchaser so requests with respect to other appropriate form under the Securities or Private Exchange Securities not eligible Act for an offering to be exchanged for made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange Securities Commission (the "Commission") and permitting sales in any manner not involving an underwritten public offering (and shall register or qualify the Registered Exchange Offer and held by it following shares to be sold in such offering under such other securities or "blue sky" laws as would be required pursuant to Section 7(g) hereof) covering up to the consummation aggregate number of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) Shares to be issued to such Holder and all other Holders who request that the Shares to be issued to them upon the exchange of Units held by them be included in the Shelf Registration Statement upon the exchange of Units so that the Shares issuable upon the exchange of such Units will be registered pursuant to the Securities Act and (b) the Shares to be issued to them upon the conversion of Series A Preferred Stock or Series B Preferred Stock held by them be included in the Shelf Registration Statement upon the conversion of Series A Preferred Stock or Series B Preferred Stock so that the Shares issuable upon the conversion will be registered pursuant to the Securities Act, and (c) Registrable Securities held by such Holders. The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within three months after the filing thereof. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective (and to register or qualify the shares to be sold in such offering under such other securities or "blue sky" laws as would be required pursuant to 6 7 Section 7(g) hereof) for so long as any Holder holds any Shares, Units that may be exchanged for Shares under the Partnership Agreement, Series A Preferred Stock or Series B Preferred Stock that may be converted into Shares or until the Company has caused to be delivered to each Holder an opinion of counsel, which counsel must be reasonably acceptable to such Holders, stating that such Shares or Shares issued upon such exchange or conversion may be sold by the Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company has satisfied the informational requirements of Rule 144. The Company shall file as promptly as practicable (but any necessary listing applications or amendments to existing applications to cause the Shares issuable upon exchange of Units or conversion of Series A Preferred Stock or Series B Preferred Stock to be listed on the primary exchange on which the Common Stock is then listed, if any. Notwithstanding the foregoing, if the Company determines that it is necessary to amend or supplement such Shelf Registration Statement and if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in no event the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the Company and its stockholders for any such Shelf Registration Statement to be amended or supplemented, the Company may defer such amending or supplementing of such Shelf Registration Statement for not more than 45 days after so and in such event the Holders shall be required or requested pursuant to this Section 2) with discontinue disposition of any Registrable Securities covered by such Shelf Registration Statement during such period. Notwithstanding the Commissionforegoing, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under if the Securities Act relating Company irrevocably elects prior to the offer and sale filing of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies to issue all cash in all material respects with lieu of Shares upon the Securities Act and exchange of Units by the rules and regulations Holder requesting the filing of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any such Shelf Registration Statement, and any supplement the Company shall not be obligated to file such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingShelf Registration Statement.

Shelf Registration. If (i1) because No later than the thirtieth (30th) day immediately following the six (6) month anniversary of Closing, and (2) at any change in law or applicable interpretations thereof time thereafter, no later than the thirtieth (30th) day immediately following a written demand by the Commission's staff Investor, in case the Company is does not permitted already have an effective Registration Statement on Form F-3 on file, the Company shall prepare and file with the Commission one Registration Statement for an offering to effect be made on a continuous basis pursuant to Rule 415 of the Registered Exchange Offer as contemplated Securities Act registering the resale from time to time pursuant to any method or combination of methods legally available to, and requested by, the Investor of all of the Registrable Securities then held by Section 1 hereofthe Investor that are not covered by an effective Registration Statement. Such Registration Statement also shall cover, to the extent allowable under the Securities Act (including Rule 416 under the Securities Act), such indeterminate number of additional Registrable Securities resulting from stock splits, stock dividends or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests similar transactions with respect to the Registrable Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof, if applicable) shall be provided in accordance with Section 4.1 to the Investor prior to its filing or other submission. Notwithstanding any other provision of this Section 2.1, if the Commission Staff does not permit all of the Registrable Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in registered on the Registered Exchange Offer and held by it following Registration Statement filed pursuant to this Section 2.1 or Section 2.2 or requires the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder Investor to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so electsbe named as an “underwriter”, then the following provisions shall apply: (a) 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 2) with persuade the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under Commission Staff that the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) offering contemplated by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement is a valid secondary offering and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company not an offering “by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain issuer” as defined in Rule 415 under the Securities Act and that the Investor is not an untrue statement “underwriter” or that the number of a material fact or omit shares the Company is eligible to state a material fact required to register on the Registration Statement should not be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingso limited.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company determines upon advice of its counsel (who may be an employee of the Company) that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated completed within 180 270 days after the Issue Datedate of the original issuance of the Securities, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the 20th day following the completion of the Registered Exchange Offer and held by that it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do is not permit any Holder eligible to participate in the Registered Exchange Offer, Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradable Exchange Securities in exchange for tendered Securitiessecurities, or (vi) other than by reason of such Holder being an affiliate of the Company so electswithin the meaning of the Securities Act (it being understood that, then for purposes of this Section 3, the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of 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 Exchange Securities being not “freely tradeable”), the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more later than 45 60 days after so required or requested to do so pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its commercially reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form become effective under the Securities Act a Shelf Registration 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 of Registrable Securities and by Exchanging Dealers of Exchange Securities as a Shelf Registration Statement, relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof such securities from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration Statement and set forth in such registration statement (hereafter, a "Shelf Registration Statement" andStatement (such securities to be sold by such Holders under such Shelf Registration Statement being referred to herein as “Shelf Registration Securities”; provided, together with any Exchange Offer however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement, Statement or to use the Prospectus forming a "Registration Statement")part thereof for resales of Registrable Securities unless such Holder has signed and returned to the Company a notice and questionnaire as distributed by the Company consenting to such Holder’s inclusion in the Prospectus as a selling securityholder and providing such further information to the Company as the Company may reasonably request. (cb) Notwithstanding any other provisions hereof, The Company shall use commercially reasonable efforts to keep the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus continuously effective in order to permit the Prospectus forming part thereof and any supplement thereto complies in all material respects with to be usable by Holders of securities covered thereby for a period of two years from the date of the original issuance of the Securities Act and or such shorter period that will terminate when all securities covered by the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise cease to be Registrable Securities (in either any such case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to such period being called the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any “Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' InformationEffectiveness Period”), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (a) Subject to the availability of a registration statement on Form S-3 (or, if eligible, Form F-3) or a successor form (any such form, a “Form S-3”), at any time (i) because after the third anniversary of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, Closing or (ii) for any other reason if the Registered Exchange Offer is not consummated within 180 days after Shareholders’ Voting Power exceeds the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities Maximum Ownership Percentage as a result of a reduction in the Registered Exchange Offer outstanding number of shares of Common Stock (including as a result of any forfeiture of any restricted Common Stock or any share repurchase by the Company) and held by it following London, the consummation Shareholders and the Controlled Affiliates are not in material breach of their respective obligations set forth in Section 3.1, Section 4.1 or Section 7.4, in connection with the Transfer of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Excess Securities, one or (vi) more Shareholders may by written notice delivered to the Company so elects, then require the following provisions shall apply: Company to (ai) 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 2) with the Commissionpracticable, and thereafter shall to use its reasonable best efforts to cause to be declared effectiveeffective by the SEC as soon as practicable after such filing, a shelf registration statement Form S-3, or (ii) use an existing Form S-3 filed with the SEC, in each case providing for an offering to be made on an appropriate form a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof sale, from time to time time, of all or part of the Registrable Securities, or in the case of (ii) above, Excess Securities owned by such Shareholders; provided, that such Registrable Securities or Excess Securities, as the case may be, equal or exceed the Registrable Amount. The Registration Statement referred to above is hereinafter referred to as a “Shelf Registration Statement.” (b) Subject to Section 5.4, the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the date on which all Registrable Securities have been sold thereunder in accordance with the methods plan and method of distribution set forth disclosed in such registration statement (hereafter, a "the prospectus include in the Shelf Registration Statement" and, together with any Exchange Offer or otherwise (the “Shelf Registration Statement, a "Registration Statement"Effectiveness Period”). (c) Notwithstanding any other provisions hereofAt the request of a Shareholder, and until such time as the Shareholders Beneficially Own, or the Excess Securities constitute, as the case may be, less than a Registrable Amount, the Company will ensure shall prepare and file such additional Registration Statements as necessary every three (3) years (or such other period of time as may be required to maintain continuously effective shelf registration statements) and use its reasonable best efforts to cause such Registration Statements to be declared effective by the SEC so that a shelf Registration Statement remains continuously effective, subject to Section 5.4, with respect to resales of Registrable Securities as and for the periods required under Section 5.3(b), such subsequent Registration Statements to constitute a Shelf Registration Statement hereunder. (d) At any time, and from time to time, during the Shelf Registration Effectiveness Period (except during a Suspension Period), a Shareholder may notify the Company of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an underwritten offering (a “Shelf Underwritten Offering”); provided, that the Company shall not be obligated to participate in more than two Shelf Underwritten Offerings or Demand Registrations during any twelve-month period. Such notice shall specify the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering. Upon receipt by the Company of such notice, the Company shall promptly comply with the applicable provisions of this Agreement, including those provisions of Section 5.7 relating to the Company’s obligation to make filings with the SEC, assist in the preparation and filing with the SEC of prospectus supplements and amendments to the Shelf Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements with respect to the Company’s securities and obtain “comfort” letters, and the Company shall take such other actions as are reasonably necessary or appropriate to permit the consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of a number of Registrable Securities equal to or greater than the Registrable Amount. In any Shelf Underwritten Offering, the Company shall have the right to select the managing underwriter, or managing underwriters, to administer any Shelf Underwritten Offering; provided, that any such managing underwriter shall be a nationally recognized investment banking firm that is reasonably acceptable to the Shareholders. The Shareholders shall have the exclusive right to approve the pricing of the Registrable Securities offered pursuant to any Shelf Underwritten Offering, the applicable underwriting discount and other financial terms of any Shelf Underwritten Offering. (e) The Company shall not include any securities other than Registrable Securities in a Shelf Registration Statement or a Shelf Underwritten Offering, except with the written consent of the Shareholders participating in such Shelf Registration Statement or Shelf Underwritten Offering. If, in connection with a Shelf Underwritten Offering, any managing underwriter advises the Company, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Shelf Underwritten Offering would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such Shelf Underwritten Offering only such securities as the Company is advised by such underwriter or investment bank can be sold without such adverse effect as follows and in the following order of priority: (i) any first, up to the number of Registrable Securities requested to be included in such Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies Underwritten Offering by the Shareholders, which, in all material respects with the Securities Act and the rules and regulations opinion of the Commission thereundermanaging underwriter can be sold without adversely affecting the marketability of the offering, pro rata in proportion to the number of Registrable Securities requested to be included in such Shelf Underwritten Offering by such Shareholders or on such basis as such Shareholders may agree among themselves; (ii) any Shelf Registration Statement and any amendment thereto (in either casesecond, other than with respect to information included therein in reliance upon or in conformity with written information furnished to securities the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit proposes to state a material fact required to be stated therein or necessary to make the statements therein not misleading sell; and (iii) any prospectus forming part of any Shelf Registration Statementthird, and any supplement to such prospectus (in either case, all other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light securities of the circumstances under which they were madeCompany duly requested to be included in such registration statement, not misleadingpro rata on the basis of the number of such other securities requested to be included or such other method determined by the Company.

Shelf Registration. If (ia) because of any change in law The Company shall, on or applicable interpretations thereof by the Commission's staff the Company is not permitted prior to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 90 calendar days after the Issue DateClosing Date (as defined in the Purchase Agreement), or (iii) any Initial Purchaser so requests file with respect the Commission a Shelf Registration Statement relating to the offer and sale of the Registrable Securities or Private Exchange Securities not eligible and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be exchanged declared effective under the Securities Act on or prior to 180 calendar days after the Closing Date. The Shelf Registration Statement shall provide for Exchange resales of all Registrable Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply:Electing Holders. (ab) The Company shall use its reasonable best efforts efforts: (i) to file as promptly as practicable (but keep the Shelf Registration Statement continuously effective in no event more than 45 days after so required or requested pursuant order to this Section 2) with permit the Commission, and thereafter shall use its reasonable best efforts to cause Prospectus to be declared effective, a shelf registration statement usable by holders for resales of Registrable Securities until the earlier of (A) the date on an appropriate form which there are no outstanding Registrable Securities and (B) the expiration of the holding period applicable to such Registrable Securities held by persons that are not affiliates of the Company under Rule 144(k) of the Securities Act relating or any successor previously subject to specific permitted exceptions (such period being referred to herein as the “Effectiveness Period”); (ii) after the Effective Time, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the Prospectus for resales of Registrable Securities, including without limitation any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this subparagraph shall relieve such holder of the obligation to return a completed and signed Notice and Questionnaire to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof from time to time Company in accordance with the methods of distribution set forth in such registration statement Section 3(a) (hereafter, a "Shelf Registration Statement" ii) hereof; and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (ciii) Notwithstanding if at any time the Securities are convertible into securities other provisions hereofthan Common Stock pursuant to Article Ten of the Indenture, the Company will ensure that (i) shall, or shall cause any successor under the Indenture to, cause such securities to be included in the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with no later than the date on which the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to may then be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to convertible into such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingsecurities.

Shelf Registration. If (i) If, because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff Staff of the Company SEC, the Issuer is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 180 210 days after the Original Issue Date, or (iii) any upon the request of an Initial Purchaser so requests (with respect to Securities or Private Exchange Securities any Registrable Notes which they acquired directly from the Issuer) if such Initial Purchaser holds Registrable Notes which it acquired directly from the Issuer, and if such Initial Purchaser is not eligible to be exchanged for Exchange Securities permitted, in the Registered Exchange Offer and held by it following the consummation opinion of the Registered Exchange Offercounsel to such Initial Purchaser, or (iv) any pursuant to applicable law or interpretations do not permit any Holder interpretation of the staff of the SEC to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered SecuritiesIssuer shall, or (vi) the Company so elects, then the following provisions shall apply:at its cost, (aA) 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 2) practicable, file with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, SEC a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together and use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC by the 60th day after such filing. In the event that the Issuer is required to file a Shelf Registration Statement upon the request of an Initial Purchaser pursuant to clause (iii) above, the Issuer shall file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes held by the Initial Purchasers after completion of the Exchange Offer; provided that, with respect to Exchange Notes received by the Initial Purchasers in exchange for any portion of an unsold allotment of Initial Notes, the Issuer may, if permitted by current interpretations by the staff of the SEC, 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 Section 2(b) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by (for so long as such interpretation of the SEC shall continue to be effective) the provisions herein applicable to, a "Shelf Registration Statement").; (cB) Notwithstanding use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the SEC (or one year from the date the Shelf Registration Statement is declared effective if such Shelf Registration Statement is filed upon the request of an Initial Purchaser pursuant to clause (iii) above) or such shorter period which will terminate when (i) all of the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, (ii) the date on which, in the opinion of counsel to the Issuer, all of the Registrable Notes then held by the Holders (which are not affiliates of Issuers) may be sold by such Holders in the public United States securities markets without registration under the 1933 Act pursuant to Rule 144(k) under the 1933 Act or any successor provision thereto or (iii) the date on which there ceases to be outstanding any Registrable Notes; and (C) notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (ix) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies comply in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (iiy) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does do not, when it becomes effectiveupon effectiveness, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiz) any prospectus Prospectus forming part of any Shelf Registration Statement, Statement and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Information), does time) do not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Issuer further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as thereafter practicable and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 360 days after of the Issue Date, or date hereof; (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than an Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) in the case of any Holder 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 transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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”), then the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Company Issuers shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 180 days after so required or requested pursuant to this Section 2) 3), file with the Commission, Commission and thereafter shall use its reasonable their best efforts to cause to be declared effective, a shelf registration statement on an appropriate form effective under the Securities Act a Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together 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 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"). (cii) Notwithstanding The Issuers shall use their best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date of issuance of the Securities or the New Securities, covered thereby, as applicable, 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 other provisions such case, such period being called the “Shelf Registration Period”). The Issuers shall be deemed not to have used their best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily 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 Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly thereafter comply with the requirements of Section 4(k) hereof, if applicable. (iii) The Issuers shall cause the Company will ensure that (i) any Shelf Registration Statement and the related Prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, Commission; and (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company and the Guarantors shall use its their reasonable best efforts to file as promptly as practicable (but in no event more than the later of 45 days after so required or requested pursuant to this Section 22 or 90 days after the Issue Date) with the CommissionCommission (the "Shelf Filing Date"), and thereafter shall use its their reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (b) The Company and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities Act (in any such case, such period being called the "Shelf Registration Period"). The Company and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if they voluntarily take 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (vi) of the first paragraph of this Section 2, the Company and the Guarantors shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. (a) If at any time following the two-month anniversary of the Closing Date, subject to the availability of registration on Form S-3 or any successor form thereto (i“Form S-3”) because of any change in law or applicable interpretations thereof by to the Commission's staff Company, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or receives a written request (iia “Shelf Notice”) for from any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so electsShareholder Party, then the following provisions shall apply: (a) The Company shall will use its reasonable best efforts to to, as expeditiously as possible, file as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective by the SEC, a Registration Statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the 1933 Act (the “Shelf Registration Statement”) relating to the offer and sale from time to time through agents, underwriters or dealers, directly to purchasers, or through a combination of any of these methods of sale, at fixed prices, prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices, of all or any portion of the Registrable Securities then Beneficially Owned by the Shareholder Parties; provided that if the Company remains a well-known seasoned issuer (as defined in Rule 405 under the 1933 Act), a Shelf Notice will not be required and the Company will file, in order that such Shelf Registration Statement is effective on the date of the two-month anniversary of the Closing Date, a Shelf Registration Statement in the form of an automatic shelf registration statement on an appropriate form (as defined in Rule 405 under the Securities ▇▇▇▇ ▇▇▇) or any successor form thereto registering an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the 1933 Act relating to the offer and sale of the Transfer Restricted Securities (as defined herein) by the Holders thereof sale, from time to time through agents, underwriters or dealers, directly to purchasers, or through a combination of any of these methods of sale, at fixed prices, prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices, of all or any portion of the Registrable Securities then held by the Shareholder Parties. (b) Subject to Section 4.1(d), the Company will use reasonable best efforts to keep the Shelf Registration Statement continuously effective, including by renewing the Shelf Registration Statement, until the earlier of (i) three years after the Shelf Registration Statement first becomes effective and (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the methods plan and method of distribution set forth disclosed in such registration statement (hereafter, a "the prospectus included in the Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement")or otherwise cease to be Registrable Securities. (c) Notwithstanding any other provisions hereof, the The Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunderbe entitled, (ii) any Shelf Registration Statement and any amendment thereto (in either casefrom time to time, other than with respect to information included therein in reliance upon or in conformity with by providing written information furnished notice to the Company by or on behalf holders of any Holder specifically for use therein (Registrable Securities who elected to participate in the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement for a period of up to an aggregate of 60 calendar days, and no more than once, in any 365-day period, exclusive of days covered by any lock-up agreement executed by the Shareholder Parties in connection with any underwritten Public Offering if the Company delivers to the Shareholder Parties a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that the conditions constituting a Material Disclosure Event exist at such time. Following the earlier of (i) the termination of the conditions constituting a Material Disclosure Event and (ii) 60 calendar days following delivery of the notice certifying the existence of a Material Disclosure Event, without any further request from a holder of Registrable Securities, the Company to the extent necessary will use reasonable best efforts to, as expeditiously as possible, prepare a post-effective amendment or supplement to such the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus (in either case, other than with respect to Holders' Information), does will not include an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) At any time that a Shelf Registration Statement is effective, if any Shareholder Party holding Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an underwritten Public Offering (a “Shelf Offering”), then, the Company will, as expeditiously as possible, amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of securities pursuant to the Faiveley Registration Rights). In connection with any Shelf Offering that is an underwritten Public Offering and where the plan of distribution set forth in the Take-Down Notice includes a customary “road show” (including an “electronic road show”) involving substantial marketing efforts by Wabtec and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) Wabtec will forward the Take-Down Notice to all other Persons, if any, included on the Shelf Registration Statement pursuant to the Faiveley Registration Rights and Wabtec will permit each such Person to include its securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies Wabtec within five days after delivery of the Take-Down Notice to such Person; and (ii) if the managing underwriter(s) advises the Company and the holders of Registrable Securities that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would materially and adversely affect the success thereof, then there will be included in such Marketed Underwritten Shelf Offering only such securities as is advised by such lead managing underwriter(s) can be sold without such effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 4.2(b). For the avoidance of doubt: (x) an underwritten Public Offering involving a sale to a broker-dealer in a block sale so long as such broker-dealer makes block trades in the ordinary course of its business shall not constitute a Marketed Underwritten Shelf Offering and (y) an underwritten Public Offering that involves representatives of the Company or the underwriters having discussions with potential investors in connection with the underwritten Public Offering, but without a customary “roadshow”, shall not constitute a Marketed Underwritten Shelf Offering.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated exchanged for Exchange Securities within 180 210 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than the later of 45 days after so required the time such obligation to file arises or requested pursuant to this Section 290 days after the Issue Date) with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective within 180 days after the filing thereof, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities 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 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 such action is required by applicable law. Notwithstanding the foregoing, the Company may postpone, for a period not to exceed 30 days, supplementing or amending the Shelf Registration Statement if (x) the Company is in possession of material non-public information related to a proposed financing, recapitalization, acquisition, business combination or other material transaction and the Board of Directors of the Company determines (in good faith in a written resolution) that disclosure of such information would have a material adverse effect on the business or operations of the Company and its subsidiaries and disclosure of such information is not otherwise required by law and (y) the Company delivers notice (which shall include a copy of the resolution of the Board of Directors with respect to such determination ) to the Holders of Transfer Restricted Securities to the effect that such Holders may not make offers or sales under the Shelf Registration Statement; provided, however, that the Company may deliver only two such notices within any twelve-month period. Promptly upon the earlier of (A) public disclosure of such material non-public information, (B) the date on which such non-public information is no longer material and (C) 30 days after the date notice is given by the Company pursuant to clause (y) above, the Company shall supplement or amend the Shelf Registration Statement as required by the immediately preceding sentence and give notice to the Holders of Transfer Restricted Securities that offers and sales under the Shelf Registration Statement may be resumed. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after of the Issue Date, or (iii) any the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law Holder (other than an Exchanging Dealer or interpretations do the Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer or the Initial Purchaser) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a shelf registration statement "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement the Shelf Registration Statement and Rule 415 under the Securities Act (hereafterhereinafter, a the "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration StatementRegistration"); provided, however, that no Holder (other than 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 the provisions of ▇▇▇▇ Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any 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 the Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any the Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any the Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any the Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information)prospectus, does not include an 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. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 210 days after of the Issue Date, or (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a shelf registration statement "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"). (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with Rule 415 under the Securities Act and (hereinafter, the rules and regulations "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 the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the Commission thereunderrelevant Securities, for a period of two years (or for such longer period if extended pursuant to Section (j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and any amendment thereto sell such Securities during that period, unless (in either casex) such action is required by applicable law or (y) such action is a material financing, acquisition or other than with respect to information included therein in reliance upon or in conformity with written information furnished to corporate transaction which the Board of Directors of the Company by or on behalf shall have determined in good faith is in the best interests of any Holder specifically for use therein (the "Holders' Information")) does notCompany and the holders of its outstanding Common Stock, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iiiA) any prospectus forming part the Company thereafter promptly complies with the requirements of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.Section 3(j) hereof and

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Dateon or prior to September 3, or 2004, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a shelf registration statement "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement 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 registration statement Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (hereafterb) The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof); provided, however, that the Company may notify the Holders of its suspension of any Shelf Registration Statement in the event that and for a period of time not to exceed an aggregate of 60 days in any twelve-month period if (1) the Board of Directors of the Issuer or the Board of Directors of EXCO Holdings Inc., a "Delaware corporation, determines, in good faith, that the disclosure of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the business, operations or prospects of the Company and its subsidiaries taken as a whole, or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Board of Directors of the Issuer determines, in good faith, that any such disclosure would jeopardize the success of the transaction or that disclosure of the transaction is prohibited pursuant to the terms thereof. Except as set forth in the preceding sentence, the Company shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement" andStatement 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, together with any Exchange Offer Registration Statement, a "Registration Statement")unless such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (ia) because At any time after the first anniversary of any change in law or applicable interpretations thereof by the Commission's staff First Public Offering, if the Company is not permitted eligible to use Form S-3, J▇▇▇▇▇ ▇▇▇▇ or either Principal may request the Company to effect a registration of the Registered Exchange Offer Registrable Securities under a Registration Statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “Shelf Registration”). The Company shall only be required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within any six-month period, which offering shall be deemed a Demand Registration, and may be requested by J▇▇▇▇▇ ▇▇▇▇ or either Principal. The provisions of Section 2.01 shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” or “effective date” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering; provided that Registering Shareholders shall only include Shareholders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration (other than an automatically effective amendment). So long as contemplated by the Shelf Registration is effective, no Shareholder may request any Demand Registration pursuant to Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after the Issue Date, or (iii) any Initial Purchaser so requests 2.01 with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or Registrable Shares that are registered on such Shelf Registration. (ivb) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) If the Company so electsshall receive a request from J▇▇▇▇▇ ▇▇▇▇ or either Principal that the Company effect a Shelf Registration, then the following provisions Company shall apply: (a) The Company promptly give notice of such requested registration at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such Shelf Registration to the other Shareholders and thereupon shall use its reasonable best efforts to file effect, as promptly expeditiously as practicable (but in no event more than 45 days after so required or requested pursuant to this Section 2) with possible, the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating of: (i) all Registrable Securities for which J▇▇▇▇▇ ▇▇▇▇ and the Principals have requested registration under this Section 2.03, and (ii) all other Registrable Securities of the same class as those requested to be registered by the Requesting Shareholder that any Shareholders have requested the Company to register by request received by the Company within 7 Business Days after such Shareholders receive the Company’s notice of the Shelf Registration, all to the offer and sale extent necessary to permit the registration of the Transfer Restricted Registrable Securities (as defined herein) by the Holders thereof from time so to time in accordance with the methods of distribution set forth in be registered on such registration statement (hereafter, a "Shelf Registration Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement")Registration. (c) Notwithstanding At any time prior to the effective date of the registration statement relating to such Shelf Registration, the Shareholder who made the request may revoke such request, without liability to any of the other provisions hereofRegistering Shareholders, by providing a notice to the Company revoking such request. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Shelf Registration. (e) Upon notice to the Requesting Shareholder, the Company will ensure may postpone effecting a registration pursuant to this Section 2.03 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 45 days (which period may not be extended or renewed), if the Company determines that (i) any Shelf Registration Statement effecting the registration would materially and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies adversely affect an offering of securities of such Company the preparation of which had then been commenced or the Company is in all possession of material respects with non-public information the Securities Act and disclosure of which during the rules and regulations period specified in such notice the Company reasonably believes would not be in the best interests of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingCompany.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after of the Issue Date, or (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a shelf registration statement "Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement 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 registration statement Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (hereafterb) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (I) such action is required by applicable law or (II) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event (but not including the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets so long as the Company promptly complies with the requirements of Section 3(j) hereof, if applicable; provided that in the case of clause (II), such period shall not exceed 60 days in any 12-month period (a "Suspension Period") (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and be payable); and provided further that the number of days of any actual Suspension Period shall be added on to the end of the two-year period specified above. A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement" and, together with Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (1) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(j) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 60 days in any Exchange Offer Registration Statement, a "Registration Statement")12-month period during which one or more Suspension Periods has been in effect. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 360 days after of the Issue Date, or (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 2) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective a registration statement (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, a shelf registration statement "REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "the Shelf Registration Statement" andStatement and Rule 415 under the Securities Act (hereinafter, together with any Exchange Offer Registration Statement, a the "Registration StatementSHELF 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 the provisions of this Agreement applicable to such Holder. (b) The Company shall use reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof). The Company shall be deemed not to have used 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. If (i) If, because of any change in law or applicable interpretations thereof by the Commission's staff of the SEC, the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2(a) hereof, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 180 days after following the Original Issue Date, or (iii) if any Holder (other than an Initial Purchaser) is not eligible to participate in the Exchange Offer or (iv) upon the request of any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange OfferOffer if such Initial Purchaser shall hold Registrable Notes which it acquired directly from the Company and if such Initial Purchaser was not permitted, or (iv) any in the opinion of counsel to such Initial Purchaser, pursuant to applicable law or interpretations do not permit any Holder applicable interpretation of the staff of the SEC to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so electsshall, then the following provisions shall applyat its cost: (aA) 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 2) practicable, file with the Commission, and thereafter shall use its reasonable best efforts to cause to be declared effective, SEC a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) Registrable Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Notes and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and, together and use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act within 180 days after the Original Issue Date, PROVIDED THAT, with respect to Exchange Notes received by a broker-dealer in exchange for any securities that were acquired by such broker-dealer as a result of market making or other trading activities, 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) solely with respect to broker-dealers who acquired their Notes as a result of market making or other trading activities, 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").. In the event that the Company is required to file a Shelf Registration Statement upon the request of any Holder (other than an Initial Purchaser) not eligible to participate in the Exchange Offer pursuant to clause (iii) above or upon the request of any Initial Purchaser pursuant to clause (iv) above, the Company shall file and use its best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes held by such Holder or such Initial Purchaser, as applicable, after completion of the Exchange Offer; (cB) Notwithstanding use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years after its effective date (or until one year after the effective date of the Shelf Registration Statement if such Shelf Registration Statement is filed upon the request of any Initial Purchaser pursuant to clause (iv) above) or such shorter period which will terminate when all of the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement; and (C) notwithstanding any other provisions hereof, the Company will use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading misleading, and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use all reasonable efforts to cause any such amendment to become effective and such Shelf Registration to become usable as soon as practicable thereafter and to furnish to the Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If (i) because of any change in law or ------------------ applicable interpretations thereof by the Commission's staff the Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 210 days after the Issue Date, or (iii) any Initial Purchaser so requests with respect to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do not permit any Holder to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or (vi) the Company so elects, then the following provisions shall apply: (a) The Company shall use its reasonable best efforts to file as promptly as practicable (but in no event more than 45 with the Commission on or before the later of 90 days after the Issue Date or 20 days after so required or requested pursuant to this Section 2) with (the Commission"Shelf Filing Date"), and thereafter shall ----------------- use its reasonable best efforts to cause to be declared effective, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinbelow) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "Shelf ----- Registration Statement" and, together with any Exchange Offer Registration ---------------------- Statement, a "Registration Statement"). ---------------------- (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus forming part thereof to be used by Holders of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities 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 Securities 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 the Company 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 such action is required by applicable law. (c) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, not contain an untrue statement of a material fact -------------------- or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) In the absence of the events described in clauses (i) through (v) of the first paragraph of this Section 2, the Company shall not be permitted to discharge its obligations hereunder by means of the filing of a Shelf Registration Statement.

Shelf Registration. If (i) If, because of any change changes in law law, SEC rules or regulations or applicable interpretations thereof by the Commission's staff of the SEC, the Company determines, upon the advice of its outside legal counsel, that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2.1 hereof, or (ii) if for any other reason the Registered Exchange Offer is not consummated within 180 225 days after the Issue Dateoriginal issue of the 144A Notes, or (iii) any Initial Purchaser so requests with respect if a Holder notifies the Company in writing prior to Securities or Private Exchange Securities not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it 20th day following the consummation of the Registered Exchange Offer, or (iv) any applicable law or interpretations do Offer that it is not permit any Holder permitted to participate in the Exchange Offer or does not receive fully tradable Registered Notes pursuant to the Exchange Offer, or then in case of each of clauses (vi) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, or through (viiii) the Company so electsshall, then the following provisions shall applyat its cost: (a) The Company shall use its reasonable best efforts to file as As promptly as practicable (practicable, but in no event more later than 45 days after being required to do so required or requested pursuant to this under Section 22.2(i) hereof, file with the CommissionSEC, and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective as promptly as practicable but no later than 180 days after being required to do so under Section 2.2(i) hereof, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (as defined herein) 144A Notes by the Holders thereof from time to time in accordance with the methods of distribution elected by the Majority Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement" and; (b) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the Closing Date, together with any Exchange Offer or for such shorter period that will terminate when all 144A Notes covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement, a (ii) are eligible for resale to the public pursuant to Rule 144(k) under the 1933 Act, (iii) such shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (the "Registration StatementEffectiveness Period"). (c) Notwithstanding any other provisions hereof, the Company will use its reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any prospectus Prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities 1933 Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus Prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus Prospectus (in either case, other than with respect as amended or supplemented from time to Holders' Informationtime), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than 144A Notes to be included in the Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of 144A Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission's staff , the Company is not permitted to effect the a Registered Exchange Offer Offer, as contemplated by Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is not consummated within 180 270 days after of the Issue Date, or (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following the consummation of the Registered Exchange Offer, Offer or (iv) any applicable law or interpretations do Holder (other than an Exchanging Dealer) is not permit any Holder eligible to participate in the Registered Exchange OfferOffer or, or (v) in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer Offer, such Holder does not receive freely transferable tradeable Exchange Securities in exchange for tendered Securitieson the date of the exchange, or (vi) the Company so elects, then shall take the following provisions shall applyactions: (a) The Company shall use shall, at its reasonable best efforts to file cost, as promptly as practicable (but in no event more than 45 30 days after so required or requested pursuant to this Section 22 or, if later, 120 days after the Issue Date) file with the Commission, Commission and thereafter shall use its reasonable best efforts to cause to be declared effectiveeffective (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a shelf registration statement “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined hereinin Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in such registration statement (hereafter, a "the Shelf Registration Statement" andStatement and Rule 415 under the Securities Act (hereinafter, together with 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 the provisions of this Agreement applicable to such Holder (including delivery to the Company of such information regarding such Holder as is contemplated by Section 3(n) hereof). (b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of one year (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto, (ii) have been distributed to the public pursuant to Rule 144 under the Securities Act or (iii) cease to be outstanding. 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 Exchange Offer Registration Statementaction that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, a "Registration Statement")unless such action is required by applicable law. (c) Notwithstanding any other provisions hereofof this Agreement to the contrary, the Company will ensure that (i) any shall cause the Shelf Registration Statement and the related prospectus and any amendment thereto and any prospectus forming part thereof and any or supplement thereto complies 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 thereunder, and (ii) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Shelf Registration. (a) If (i) because of due to any change in law or applicable interpretations thereof by the Commission's staff ’s staff, the Company is Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 1 2 hereof, or ; (ii) for any other reason the Registered Exchange Offer is not consummated within 180 days after of the Issue Closing Date, or ; (iii) any the Initial Purchaser so requests with respect to Securities or Private Exchange Securities that are not eligible to be exchanged for Exchange New Securities in the Registered Exchange Offer and that are held by it following the consummation of the Registered Exchange Offer, or ; (iv) any applicable law or interpretations do Holder (other than the Initial Purchaser) is not permit any Holder eligible to participate in the Registered Exchange Offer, ; or (v) any Holder in the case of the Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive freely transferable Exchange tradeable New Securities in exchange for tendered Securities, or Securities constituting any portion of an unsold allotment (viit being understood that (x) the Company so electsrequirement that the Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the 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 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”), then the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall, if required by subsection (a) The Company shall above, as promptly as practicable use its their 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 2) with the Commission, Commission and thereafter shall use its their reasonable best efforts to cause to be declared effectiveeffective under the Act within 180 days, but in no event before August 1, 2008, a shelf registration statement on an appropriate form under the Securities Act Shelf Registration Statement relating to the offer and sale of the Transfer Restricted Securities (or the New Securities, as defined herein) 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 registration statement (hereafter, a "Shelf Registration Statement" and; provided, together however, that no Holder (other than 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 the Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the 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 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"). (cii) Notwithstanding The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period 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 (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 other provisions hereofsuch case, the Company will ensure “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily 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 the Shelf Registration Period, unless such action is (ix) any required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets 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 thereto and any prospectus forming part thereof and any or supplement thereto complies 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 Securities applicable requirements of the Act and the rules and regulations of the Commission thereunder, (iiB) not to contain any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any Holder specifically for use therein (the "Holders' Information")) does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Shelf Registration Statement, and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein (in the case of the Prospectus, in the light of the circumstances under which they were made, ) not misleading.