Common use of Initial Shelf Registration Statement Clause in Contracts

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

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

Initial Shelf Registration Statement. The Company and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, use commercially reasonable efforts to file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities Registrable Notes (the “Initial Shelf Registration Statement”). If applicable law or interpretations of The Company and the staff of the SEC would not permit the consummation of the Exchange Offer, the Company Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Target Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities Registrable Notes to be included in any Shelf Registration Statement. The Company and the Guarantors shall (and shall cause each Guarantor to) use its best commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from first anniversary of the Closing Date (subject to extension pursuant to the last paragraph sentence of Section 6(w5(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act, Act or (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted SecuritiesRegistrable Notes. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that (x) the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Company Enova shall (i) prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement (the “Initial Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities Act no later than five (5) Business Days following the Distribution Date, or such earlier date as requested by Parent, to register the Retained Stock (the “Initial Shelf Registration StatementRegistrable Securities”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer) to be offered by Parent, including, without limitation, the Company shall shares of Retained Stock to be distributed by Parent for delivery under Parent’s long-term incentive plans and equity-based compensation plans, (and shall cause each Guarantor toii) use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective as soon as practicable after such filing under the Securities Act on Act, (iii) not permit any securities other than the Registrable Securities to be included in the Initial Registration Statement or prior any Subsequent Registration Statement (as defined below) relating to the Effectiveness Date. OtherwiseRegistrable Securities, the Company shall and (and shall cause each Guarantor toiv) use its reasonable best efforts to cause such Shelf keep the Initial Registration Statement and any Subsequent Registration Statement relating to be declared the Registrable Securities continuously effective under the Securities Act on or prior to (the 180th day after “Effectiveness Period”) until the date on which the Initial Shelf Registration Statement is required to be filedthat all Registrable Securities have been distributed. The Initial Shelf Registration Statement shall be a Shelf Registration Statement on Form S-1 or another appropriate form permitting registration of such Transfer Restricted the Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for resale or distribution as set forth in the date which “Plan of Distribution” section of the Initial Registration Statement as is two years from furnished by Parent to Enova; provided, however, Enova shall prepare and file with the Closing Date (subject SEC a new Registration Statement with the SEC on Form S-3 to extension register an offering of the Registrable Securities to be made on a continuous basis pursuant to the last paragraph Rule 415 of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, promptly after Enova becomes eligible to use Form S-3 (iiior similar provisions then effect) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted SecuritiesSecurities Act.

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering registering the resale from time to time by the Holders of all of the Transfer Restricted Registrable Securities (the “Initial Shelf Registration Statement”) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Registrable Securities for resale by Holders in the manner or manners designated by them (excluding Underwritten Offerings) and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which (A) that is two years from after the Closing Date Date, or if later, the date on which the Option Notes were issued, (subject to extension such period, as it may be shortened pursuant to the last paragraph of Section 6(wclauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted of the Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, or (B) when a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

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

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

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

Initial Shelf Registration Statement. The Company and the Guarantors shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of Company and the SEC would Guarantors shall have not permit the consummation of the yet filed an Exchange OfferOffer Registration Statement, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement within 60 days of the Shelf Registration Event. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form including Form S-3, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, an underwritten offering). The Company and the Guarantors shall cause each Guarantor to) not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company and the Guarantors shall use its reasonable their respective best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall later of (and shall cause each Guarantor toA) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which Issue Date and (B) the Initial 120th day after the Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (includingEvent, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 36 months from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”)Issue Date, or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities ActAct (such 36 month or shorter period, the "Effectiveness Period"). (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.b)

Initial Shelf Registration Statement. The Company shall Corporation will prepare, file (to the extent not previously filed) and shall use commercially reasonable efforts to cause each Guarantor to), as promptly as practicable, but in to become effective no event later than the 30th 180th calendar day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities Closing Date (the “Initial Shelf Registration StatementEffective Date”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such Initial a Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities an Automatic Shelf Registration Statement if the Corporation is then eligible to file an Automatic Shelf Registration Statement), registering for resale by Holders all of the Registrable Securities issued to the Major Webhelp Stockholders on the Closing Date under the Securities Act. The plan of distribution indicated in the manner or manners Shelf Registration Statement will include all such methods of sale as any Major Webhelp Stockholder may reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company request in writing at least five Business Days prior to the filing of the Shelf Registration Statement and Guarantors shall not permit any securities other than the Transfer Restricted Securities to that can be included in any the Shelf Registration Statement under the rules and regulations of the SEC. Until the date that all Registrable Securities cease to be Registrable Securities, the Corporation shall use commercially reasonable efforts to keep current and effective such Shelf Registration Statement and file such supplements or amendments to such Shelf Registration Statement (or file a new Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Corporation is then eligible to file an Automatic Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate to keep the Initial such Shelf Registration Statement continuously effective under and useable for the resale of all Registrable Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, . Any Shelf Registration Statement when declared effective (iiiincluding the documents incorporated therein by reference) will comply in all Transfer Restricted Securities can be sold by non-affiliates material respects as to form with all applicable requirements of the Company pursuant Securities Act and the Securities Exchange Act and will not contain an untrue statement of a material fact or omit to Rule 144 without any limitations under Rule 144 or (iv) there cease state a material fact required to be any outstanding Transfer Restricted Securitiesstated therein or necessary to make the statements therein not misleading.

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering registering the resale from time to time by the Holders of all of the Transfer Restricted Registrable Securities (the “Initial Shelf Registration Statement”)) on or prior to the Filing Date. If applicable law The Initial Shelf Registration Statement shall be on Form S-3 or interpretations another appropriate form permitting registration of the staff of Registrable Securities for resale by Holders in the SEC would manner or manners designated by them (excluding Underwritten Offerings) and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the consummation Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below); other than registrable securities pursuant to a registration rights agreement dated as of July 9, 2004, by and among the Exchange OfferCompany, the Initial Purchaser and Banc of America Securities LLC. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which (A) that is two years from after July 9, 2004, or if later, the Closing Date date on which the Option Notes were issued, (subject to extension such period, as it may be shortened pursuant to the last paragraph of Section 6(wclauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted of the Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, or (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, or (B) when a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Company Stater Bros. and the Guarantors shall (carefully prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “Initial Shelf Registration Statement”). If applicable law Stater Bros. and the Guarantors shall use their best efforts to file such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or interpretations prior to 120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by such Holders in the staff of manner or manners designated by them (including, without limitation, one or more underwritten offerings). Stater Bros. and the SEC would Guarantors shall not permit any securities other than the consummation Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. and the Exchange OfferGuarantors in writing, within 15 business days after receipt of a request therefor, such information as Stater Bros. and the Company Guarantors may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall (be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall cause each Guarantor to) have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. and the Guarantors all information to be disclosed in order to make the information previously furnished to Stater Bros. and the Guarantors by such Holder not materially misleading. Stater Bros. and the Guarantors shall use its reasonable their best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) during any period in which all Transfer Restricted Securities can may be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations 144(k) under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securitiesthe Securities Act.

Initial Shelf Registration Statement. The Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of The Company ------------------------------------ shall file with the SEC would the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the consummation of Registrable Securities to be included in the Exchange Offer, the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 36 months from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”)Issue Date, or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities ActAct (such 36 month or shorter period, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities."Effectiveness Period"). --------------------

Initial Shelf Registration Statement. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of Company and the SEC would Guarantors have not permit the consummation of the yet filed an Exchange Offer, the Company and the Guarantors shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such file with the SEC the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Filing Date. Otherwise, the Company and the Guarantors shall (and shall cause each Guarantor to) use its their best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which file the Initial Shelf Registration Statement is required Statements within 45 days after an obligation to be filedfile such Initial Shelf Registration arises. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Transfer Restricted Registrable Securities to be included in any Shelf Registration Statement. The Company shall Registration, and (and shall cause each Guarantor toii) use its their best efforts to cause the Initial Shelf Registration Statement to be declared effective as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which that is two years from 24 months after the Closing Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6(w6 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “"INITIAL SHELF REGISTRATION STATEMENT"). The Company and the Guarantors shall use their respective best efforts to file such Initial Shelf Registration Statement”Statement with the Commission as promptly as practicable after such obligation arises, but in no event later than the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 (if available) or another appropriate form permitting registration of such Transfer Restricted Securities for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, Neither the Company nor any Guarantor shall (permit any securities other than the Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall cause each Guarantor to) be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Guarantors shall use its reasonable their respective best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day 90 days after the date on which obligation to file the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company arises and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing Date date it becomes effective (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) during any period in which all Transfer Restricted Securities can may be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations 144(k) under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securitiesthe Securities Act.

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of the SEC would Company shall have not permit the consummation of the yet filed an Exchange Offer, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such file with the SEC the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness applicable Filing Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than use its reasonable best efforts to cause the Transfer Restricted Securities Initial Shelf Registration Statement to be included in any Shelf Registration Statement. The Company shall (declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing Issue Date (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) all Transfer Restricted the Registrable Securities can may be sold by non-affiliates or transferred without restriction pursuant to Rule 144(k) under the Securities Act. Notwithstanding the foregoing, the Company may suspend the effectiveness of the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below) for a period (the "Black Out Period") not to exceed 45 days if (i)(A) an event occurs and is continuing as a result of which such Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement would, in the good faith judgment of the Company, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company pursuant to Rule 144 without any limitations under Rule 144 or (ivii) there cease in the good faith judgment of the Company, it would be seriously detrimental to the Company and its stockholders to maintain the effectiveness of such registration statement and it is therefore essential to suspend the effectiveness of such registration statement; provided, however, that the Company shall only be entitled to one Black Out Period during any outstanding Transfer Restricted Securities18 month period.

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

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, ) file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Entitled Securities (the “Initial Shelf Registration Statement”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the Commission the Initial Shelf Registration Statement within 30 days after the Shelf Filing Obligation arises and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under by the Securities Act Commission on or prior to the Shelf Effectiveness Target Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Entitled Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Entitled Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Entitled Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Entitled Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act, Act or (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Entitled Securities. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), shall as promptly as practicable, but in no event later than practicable after the 30th day following delivery date of the Shelf Notice, Notice file with the SEC Commission a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “Initial Shelf Registration Statement”)Registrable Notes, except as otherwise provided in this Agreement. If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the The Company shall (and shall cause each Guarantor to) shall use its commercially reasonable best efforts to cause such file with the Commission the Initial Shelf Registration Statement to be declared effective under within 60 days of the Securities Act on or prior to delivery of the Effectiveness Date. Otherwise, the Company shall (Shelf Notice and shall cause each Guarantor to) use its best commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day as promptly as practicable thereafter (but in no event more than 120 days after the date on which the Initial Shelf Registration Statement is required to be filedNotice). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall not permit any securities other than the Transfer Restricted Securities Registrable Notes to be included in any Shelf Registration Statement. No Holder shall be entitled to include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company and the Trustee in writing, within 20 days after receipt of a written request therefor, such information as the Company and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. The Company and the Guarantors shall (and shall cause each Guarantor to) use its best commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective (other than during any Blackout Period (as defined in Section 3(d) below)) under the Securities Act until the date which is two years one year from the Closing Date (subject to extension pursuant to date the last paragraph of Section 6(w) Initial Shelf Registration Statement is declared effective (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or otherwise cease to be Registrable Notes or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Company Stater Bros. shall (------------------------------------ carefully prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “"Initial Shelf Registration Statement”"). If applicable law Stater Bros. shall use its best efforts to file such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or interpretations prior to 120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by such Holders in the staff of the SEC would manner or manners designated by them (including, without limitation, one or more underwritten offerings). Stater Bros. shall not permit any securities other than the consummation Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. in writing, within 15 business days after receipt of a request therefor, such information as Stater Bros. may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. all information to be disclosed in order to make the Exchange Offer, the Company information previously furnished to Stater Bros. by such Holder not materially misleading. Stater Bros. shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) during any period in which all Transfer Restricted Securities can may be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations 144(k) under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securitiesthe Securities Act.

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

Initial Shelf Registration Statement. The Company Stater Bros. and the Guarantors shall (carefully prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “Initial Shelf Registration Statement”). If applicable law Stater Bros. and the Guarantors shall use their commercially reasonable efforts to file such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or interpretations prior to 120 days after such obligation arises. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by such Holders in the staff of manner or manners designated by them (including, without limitation, one or more underwritten offerings). Stater Bros. and the SEC would Guarantors shall not permit any securities other than the consummation Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to Stater Bros. and the Exchange OfferGuarantors in writing, within 15 business days after receipt of a request therefor, such information as Stater Bros. and the Company Guarantors may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall (be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall cause each Guarantor to) use have used its reasonable best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to Stater Bros. and the Guarantors all information to be disclosed in order to make the information previously furnished to Stater Bros. and the Guarantors by such Holder not materially misleading. Stater Bros. and the Guarantors shall use their commercially reasonable efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing later of (i) the Effectiveness Date and (ii) the date on which such Initial Shelf Registration Statement is actually declared effective (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) during any period in which all Transfer Restricted Securities can may be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations 144(k) under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securitiesthe Securities Act.

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

Initial Shelf Registration Statement. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of Company and the SEC would Guarantors have not permit the consummation of the yet filed an Exchange Offer, the Company and the Guarantors shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such file with the SEC the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Filing Date. Otherwise, the Company and the Guarantors shall (and shall cause each Guarantor to) use its their best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which file the Initial Shelf Registration Statement is required Statements within 45 days after an obligation to be filedfile such Initial Shelf Registration arises. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Transfer Restricted Registrable Securities to be included in any Shelf Registration Statement. The Company shall Registration, and (and shall cause each Guarantor toii) use its their best efforts to cause the Initial Shelf Registration Statement to be declared effective as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which that is two years from 24 months after the Closing Effectiveness Date (subject to extension pursuant to the last paragraph of Section 6(w6 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf 9 Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

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

Initial Shelf Registration Statement. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities Registrable Notes (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of the SEC would Company shall have not permit the consummation of the yet filed an Exchange OfferOffer Registration Statement, the Company shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such file with the SEC the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Filing Date. OtherwiseIn any other instance, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under file with the Securities Act on or prior to the 180th day after the date on which SEC the Initial Shelf Registration Statement is required to be filedwithin 60 days of the delivery of the Shelf Notice. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities Registrable Notes to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act, if an Exchange Offer Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 120 days after filing of the Initial Shelf Registration Statement, and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Issue Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”5 hereof), or such shorter period ending the earliest of when (i) all Transfer Restricted Securities Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement Registrable Notes has been declared effective under the Securities Act, Act (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities"Effectiveness Period").

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

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, ) file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Entitled Securities (the “Initial Shelf Registration Statement”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the Commission the Initial Shelf Registration Statement within 30 days after the Shelf Filing Obligation arises and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under by the Securities Act Commission on or prior to the Shelf Effectiveness Target Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Entitled Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Entitled Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Entitled Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Entitled Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective by the Commission under the Securities Act, Act or (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Entitled Securities. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 days in any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities Registrable Notes (the “Initial Shelf Registration Statement”). If applicable law or interpretations of the staff of the SEC would Company (and any Guarantor) has not permit the consummation of the yet filed an Exchange OfferOffer Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration Statement within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to as promptly as practicable thereafter (but in no event more than 90 days after delivery of the 180th day after the date on which the Initial Shelf Registration Statement is required to be filedNotice). The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities Registrable Notes to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted SecuritiesRegistrable Notes.

Initial Shelf Registration Statement. The Company Issuer shall (and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf NoticeNotice (the “Shelf Filing Date”), file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “Initial Shelf Registration Statement”). If applicable law or interpretations of the staff of the SEC would not permit the consummation of the Exchange Offer, the Company The Issuer shall (and shall cause each Guarantor to) use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to as promptly as practicable thereafter (but in no event more than 45 days after delivery of the Effectiveness Date. OtherwiseShelf Notice); provided, that the Company Issuer and the Guarantor shall (and shall cause each Guarantor to) use its best efforts not be required to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or at any time prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filedEffective Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company Issuer and Guarantors Guarantor shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company Issuer shall (and shall cause each Guarantor to) use its reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years from the Closing Date (subject to extension pursuant to the last paragraph sentence of Section 6(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company Issuer pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.

Initial Shelf Registration Statement. The Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of The Company shall file ------------------------------------ with the SEC would the Initial Shelf Registration Statement on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the consummation of Registrable Securities to be included in the Exchange Offer, the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 36 months from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”)Issue Date, or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities ActAct (such 36 month or shorter period, (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities."Effectiveness Period"). --------------------

Initial Shelf Registration Statement. The Company and the Guarantors shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Registrable Securities (the “"Initial Shelf Registration Statement”"). If applicable law or interpretations of the staff of Company and the SEC would Guarantors shall have not permit the consummation of the yet filed an Exchange OfferOffer Registration Statement, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their respective best efforts to file with the SEC the Initial Shelf Registration Statement within 60 days of the Shelf Registration Event. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form, including Form S-3, if available, permitting registration of such Registrable Securities for resale by such holders in the manner designated by them (including, without limitation, an underwritten offering). The Company and the Guarantors shall cause each Guarantor to) not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Company and the Guarantors shall use its reasonable their respective best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall later of (and shall cause each Guarantor toA) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which Issue Date and (B) the Initial 120th day after the Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (includingEvent, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 36 months from the Closing Date (subject to extension pursuant to the last paragraph of Section 6(w) (the “Effectiveness Period”)Issue Date, or such shorter period ending when (i) all Transfer Restricted Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities ActAct (such 36 month or shorter period, the "Effectiveness Period"). (iii) all Transfer Restricted Securities can be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securities.b)

Initial Shelf Registration Statement. The Company Issuers shall (prepare ------------------------------------ and shall cause each Guarantor to), as promptly as practicable, but in no event later than the 30th day following delivery of the Shelf Notice, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities (the “"Initial Shelf Registration Statement”"). If applicable law The Issuers shall use their best efforts to file such Initial Shelf Registration Statement with the Commission as promptly as practicable after such obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or interpretations prior to 90 days after such obligation arises (the "Shelf Effectiveness Date"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by such Holders in the staff of the SEC would manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the consummation Transfer Restricted Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Exchange OfferIssuers in writing, within 15 business days after receipt of a request therefor, such information as the Company Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall (be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall cause each Guarantor to) have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading. The Issuers shall use its reasonable their best efforts to cause such the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date. Otherwise, the Company shall (Date and shall cause each Guarantor to) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the date on which the Initial Shelf Registration Statement is required to be filed. The Initial Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall (and shall cause each Guarantor to) use its best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is two years 24 months from the Closing Date date that the Initial Shelf Registration Statement is declared effective (subject to extension pursuant to the last paragraph of Section 6(w5 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement covering all of the Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) during any period in which all Transfer Restricted Securities can may be sold by non-affiliates of the Company pursuant to Rule 144 without any limitations 144(k) under Rule 144 or (iv) there cease to be any outstanding Transfer Restricted Securitiesthe Securities Act.