Common use of Initial Shelf Registration Clause in Contracts

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”)") subject to the Company's right pursuant to Section 3(c) to exclude the Registrable Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease ceases to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company shall as soon as reasonably practicable, but in any event within five (and shall cause each Guarantor to), as promptly as practicable5) business days after the Closing Date, file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registration (the “Initial Shelf RegistrationRegistration Statement”). The Company shall ) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (determined as of the Closing) on a delayed or continuous basis and shall cause each Guarantor to) use its commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective an automatic shelf registration statement (as promptly as practicable thereafter (but defined in no event later than Rule 405 promulgated under the Shelf Effectiveness Date)Securities Act) on Form S-3. The Initial Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or another appropriate such other form permitting of registration of such Shelf Notes statement as is then available to effect a registration for resale by Holders of the Registrable Securities and shall contain a prospectus in such form as to permit the manner resale of the Registrable Securities included therein pursuant to any method or manners reasonably designated by them combination of methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by, the members, partners, stockholders or other equity holders of any Holder (including, without limitation, one or more Underwritten Offeringsa “Member Distribution”). The Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and Guarantors shall otherwise take any action reasonably necessary to include such language, if such language was not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. As soon as practicable following the effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Statement, but in any event within three (subject to extension pursuant to Section 3(e3) or Section 6) (business days of such date, the “Effectiveness Period”)Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold Statement (including the documents incorporated therein by reference) will comply as to form in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all material respects with all applicable requirements of the Registrable Notes covered by Securities Act and the Exchange Act and will not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144contain a Misstatement.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after filing of the Initial Shelf Registration, the “Shelf Effectiveness Date”). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 66(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but in no event later than following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days following delivery of the Shelf Notice, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, ) use its commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Partnership and the Parent (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Partnership and the Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the SEC on or prior to the 60th day following the date such Initial Shelf Effectiveness Date)Registration was filed. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Partnership and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company Parent shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Partnership, the Parent or the Subsidiary Guarantors, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If Parent and the Company (and any other Guarantor) have not yet filed an Exchange Registration Statement, Parent and the Company shall (and shall cause each other Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the 30th day following the Shelf Notice (the “Shelf Filing Date”) and shall use its commercially their reasonable best efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Securities Act on or prior to the 90th day following the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Parent, the Company and the other Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Parent and the Company shall (and shall cause each other Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(v)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

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

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each of the Issuers shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each of the Issuers shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each of the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 60 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall (use its best efforts to prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all no Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144remain outstanding.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

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

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

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

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its commercially reasonable best efforts to, as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”) within 30 days (or 60 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days (or 180 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its commercially reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date. The Initial Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or another appropriate form permitting registration of such Registrable Notes for resale by Holders (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not, without the written consent of the Backstop Purchasers, permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from the effectiveness date earliest of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all the Registrable Notes covered by registered under such Shelf Registration become eligible for resale Statement may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without regard to volume, manner of sale volume or other restrictions contained limits, (ii) the date all the Registrable Notes registered under such Shelf Registration Statement have been sold and (iii) two years after the date on which such Shelf Registration Statement became effective with respect to the offer and sale of the Registrable Notes, plus the aggregate number of days in Rule 144all applicable suspension periods set forth herein (including days when such Shelf Registration Statement was not effective or use thereof was suspended, including as a result of any of the events specified in Section 3(e), Section 5(c) or Section 5(e)). The Company shall notify each Holder when the Initial Shelf Registration Statement has been declared effective.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-2 or S-3 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 120th day after the filing thereof with the SEC and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantors have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor Guarantors to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The If the Company and the Guarantors have not filed an Exchange Offer Registration Statement, the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

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

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

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

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following March 17, 2017 and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers (and any Subsidiary Guarantor) have not yet filed an Exchange Registration Statement, the Issuers shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable their best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Subsidiary Guarantor to) use their best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable their best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(u) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (have not yet filed an Exchange Offer and the Shelf Notice was delivered at least 45 days prior to the Filing Date, the Issuers shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not Issuers may permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration to the extent required by contractual obligations of the Company in effect on the Issue Date. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 135th day after the filing thereof with the SEC and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. Notwithstanding any other provision of this Agreement, the Issuers may postpone or suspend the filing or effectiveness of a Registration Statement (iiior any amendments or supplements thereto) there cease to be any outstanding Shelf Notes registered thereunder if (i) such action is required by applicable law or (ivii) such action is taken by the date on which all Registrable Notes covered by such Shelf Registration become eligible Issuers in good faith and for resale without regard to volumevalid business reasons (not including the avoidance of the Issuers' obligations hereunder), manner including the acquisition or divestiture of sale assets, other pending corporate developments, public filings with the SEC or other restrictions contained similar events, so long as the Issuers promptly thereafter comply with the requirements of Section 5(b) hereof, if applicable. Notwithstanding the occurrence of any event referred to in Rule 144the immediately preceding sentence, such event shall not suspend, postpone or in any other manner affect the running of any time periods for the purpose of determining the entitlement of the Holders to Additional Interest under Section 4 hereof.

Initial Shelf Registration. The Company Issuer shall as promptly as practicable file (and shall cause each any then existing Subsidiary Guarantor to), as promptly as practicable, file to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuer (and any then existing Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Issuer shall file (and shall cause each any then existing Subsidiary Guarantor toto file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuer shall use its best efforts to file (and shall cause any then existing Subsidiary Guarantor to file) with the SEC the Initial Shelf Registration within 20 Business Days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuer and the Trustee in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer and the Trustee after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 270th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Issuers shall have not yet filed an Exchange Offer, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers shall (and not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuers shall cause each Guarantor to) use its their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Effectiveness Date). The Initial Shelf Registration shall be Securities Act on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in prior to the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company 60th day after the filing thereof with the SEC and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its reasonable best efforts to, as promptly as practicable, practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to Section 3(e5(v) or Section 6hereof) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not filed an Exchange Offer Registration Statement, the Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers and the Guarantors shall file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following the delivery of the Shelf Notice, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company Registra­tion, and (ii) shall (use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act no later than the Shelf Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 12 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuer shall (use its reasonable best efforts to prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuer has not yet filed an Exchange Offer Registration Statement, the Issuer shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuer shall use its reasonable best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuer shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts on or prior to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes the Registrable Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more excluding Underwritten Offerings)) and set forth in the Initial Shelf Registration. The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date (A) that is two years after the Closing Date, or if later, the date on which is one year from the effectiveness date of the Initial Shelf Registration Option Notes were issued, (subject to extension such period, as it may be shortened pursuant to Section 3(eclauses (i), (ii) or Section 6(iii) (immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (promptly prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Interest for which registration has been requested by AcquisitionCo (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor toi) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to the 30th day after the date on which the Company receives the Registration Demand, subject to extension of such period as provided for in the event of AcquisitionCo’s failure to timely provide information requested by the Company for use in the Initial Shelf Registration (the “Shelf Filing Date”) and (ii) use their best efforts to cause such Initial Shelf Registration Statement to be declared effective by the SEC as promptly soon as practicable thereafter (possible but in no event later than the date that is 90 days following the Shelf Filing Date (the “Shelf Effectiveness Date”) (including filing with the SEC as soon as practicable after the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the such Registration Statement will not be “reviewed” or will not be subject to further review, an Acceleration Request). The Initial Shelf Registration shall , subject to such delays as the Company reasonably determines may be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in necessary to comply with applicable requirements under the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Securities Act and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registrationrules and regulations thereunder. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Notes of the Registrable Interest covered by the Initial Shelf Registration (1) have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii2) are covered by a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration that has been declared effective under the Securities Act, or (iii3) there cease are eligible to be sold immediately and freely pursuant to paragraph (k) of Rule 144 and AcqusitionCo shall have received upon request an opinion from Company’s counsel confirming such eligibility (the “Shelf Effectiveness Period”). Any such Registration Statement shall be on the appropriate form permitting registration of the Registrable Interest for resale by AcquisitionCo in the manner or manners designated by it (including, without limitation, one or more underwritten offerings). The Company shall not permit any outstanding securities other than the Registrable Interest to be included in the Demand Registration Statement, Initial Shelf Notes registered thereunder Registration or any Subsequent Shelf Registration filed pursuant to Section 4(b). AcquisitionCo shall furnish to the Company, in writing, within 20 days after receipt of a request therefor (iv) the “Response Date”), such information as the Company may reasonably request for use in connection with any Registration Statement or Prospectus or preliminary prospectus included therein. In the event any information requested by the Company shall not be furnished by the Response Date, the Shelf Filing Date or Demand Registration Date, as applicable, shall be extended by a period equal to the number of calendar days from and including the date immediately following the Response Date to and including the date on which such information is provided in full. AcquisitionCo agrees to furnish promptly to the Company all Registrable Notes covered by such Shelf Registration become eligible for resale without regard information necessary in order to volume, manner of sale make any information it is then furnishing or other restrictions contained in Rule 144has previously furnished to the Company not materially misleading.

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

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), use its best efforts to, as promptly as practicable, practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the later of (i) the Filing Date and (ii) 90 days after delivery of the Shelf Notice (or if such 90th day is not a Business Day, on the next succeeding Business Day), and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders as specified in the manner or manners reasonably designated “Plan of Distribution” section of the registration statement, as such section is furnished by them (including, without limitation, one or more Underwritten Offeringsthe Initial Purchaser in accordance with Section 2(e). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 65(b) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Shelf Effectiveness Date)Registration Statement to be declared effective before the earliest of (i) the 390th day following the Closing Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from the effectiveness date anniversary of the Initial Closing Date, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Offer, the Issuers shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Issuers shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day after the filing thereof with the Commission and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date on which is one year from the effectiveness date Securities are no longer "restricted securities" (within the meaning of Rule 144 under the Initial Shelf Registration Act) (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) the second anniversary of the Closing Date occurs or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). If the Company and the Guarantors have not yet filed an Exchange Offer, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Company and the Guarantors shall use their best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as possible following the request of the Purchasers. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall (i) not permit any securities other than the Registrable Securities to be included in any Shelf Registration, and shall cause each Guarantor to(ii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than after the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company filing thereof and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable but in any event within 30 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the penultimate paragraph of Section 3(e) or Section 6) 4 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes).

Initial Shelf Registration. The Company Issuers and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"), subject to the Issuers' right pursuant to Section 3(c) to exclude the Registrable Securities of Holders which have not provided the information required to be furnished by such Holders pursuant to Section 3(c). The Company Issuers and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (possible following the occurrence of the event described in Section 2(i) which triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and the Guarantors (i) shall not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company , and (ii) shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but in no event later than the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to Section 3(e) or the last paragraph of Section 6) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) such Registrable Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Securities.

Initial Shelf Registration. The Company Issuer and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)"INITIAL SHELF REGISTRATION") subject to the Issuer's right pursuant to Section 3(c) to exclude the Transfer Restricted Securities of Holders that have not provided the information required to be furnished by such Holders pursuant to Section 3(c) hereof. The Company Issuer and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly soon as practicable thereafter (possible following the occurrence of the event described in Section 2(i) that triggered such filing obligation, but in no event later than the Shelf Effectiveness Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuer and the Guarantors (i) shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company , and (ii) shall (use their respective best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date) and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to the extent that the applicable provisions of Rule 144 are amended or revised, (iii) such Transfer Restricted Securities are eligible for resale pursuant to Rule 144(k) under the Securities Act or (iv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

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

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e5(n) or Section 6and 5(w) hereof (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company If the Issuers (and any Guarantor) have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and shall cause each Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use their reasonable best efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice (the “Shelf Filing Date”) and shall use their reasonable best efforts to cause the Initial such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of on which the Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(s) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)) to which this Section 3 relates. The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration sufficiently promptly so as to avoid a Registration Default with respect to such Initial Shelf Registration and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Target Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 (or, if available, Form S-3) or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is for one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to the last sentence of Section 3(e) or Section 65(w)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use all commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use all commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 F-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness its effective date of the Initial Shelf Registration (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Entitled Securities (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use commercially reasonable efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Entitled Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65(v) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Entitled Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Entitled Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Entitled Securities.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering (as may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on Schedule 1 hereto or of a valid joinder hereof. The Company shall file the Initial Shelf Registration on or prior to September 30, 2018 with the Commission, and have the Initial Shelf Registration Statement declared effective by, the Commission on or prior to December 31, 2018. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every fiscal quarter of the Company. (d) Within ten (10) days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall cause each Guarantor toinclude in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form F-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form F-3 (including without limitation a Form F-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form F-3 or file a Shelf Registration Statement on Form F-3 in substitution of the Initial Shelf Registration Statement as initially filed and the Holders shall reasonably cooperate with the Company in any such amendment of the Initial Registration Statement. (f) The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (practicable, but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (includingDecember 31, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (2018; and shall cause each Guarantor to) use its commercially reasonable efforts to keep the such Initial Shelf Registration Statement continuously effective under effective, and not subject to any stop order, injunction or other similar order or requirement of the Securities Act Commission, until the date which is one year from the effectiveness date earlier of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form F-3 and (B) has filed such Registration Statement with the Commission covering such shares and (ii) the date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (g) If the Initial Shelf Registration Statement is on Form F-1, then for so long as any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 6-K necessary or required to be filed by applicable law or any Annual Reports on Form 20-F filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 6(e)(B) of this Agreement. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities Actin the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such “takedown” shall equal at least twenty percent (20%) of all Registrable Securities at such time, (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of at least $10.0 million or (iii) there cease the number of Underwritten Takedowns that the Company shall be obligated to be any outstanding Shelf Notes registered thereunder or facilitate shall not exceed five (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1445).

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Registration Statement, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 5-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Regis- trable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company On or before May 1, 1998, Brooke shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Warrant Holders on a continuous basis pursuant to under Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company Initial Shelf Registration shall be on an appropriate form permitting registration of all Registrable Securities for resale by the Warrant Holders in the manner or manners reasonably designated by them (and including one or more underwritten offerings). Brooke shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter under the Securities Act within sixty (but in no event later than 60) days following the Shelf Effectiveness Date). The Initial Shelf date of filing of the Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in Statement with the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company SEC and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earliest date on which (ix) all Shelf Notes covered by the Initial Shelf Registration Registrable Securities have been sold in the manner contemplated in the Initial Shelf Registration other than to a Warrant Holder, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other nationally recognized counsel to Brooke reasonably acceptable to the Warrant Holders, which opinion shall be reasonably satisfactory in form, scope and substance to the Warrant Holders, registration of the Registrable Securities is no longer required under the Securities Act for the Warrant Holders to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Warrant Holders of Registrable Securities may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Warrant Holder furnishes to Brooke in writing such information as Brooke may reasonably request pursuant to Section 6.2(b).

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantors have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Registrants shall (prepare and shall cause each Guarantor to), as promptly as practicable, file -------------------------- with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Registrants shall (and have not yet filed an Exchange Registration Statement, the Registrants shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Registrants shall use their best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Registrants shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company Registrants shall (use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year three years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act covering all of the Registrable Notes (the “Initial Shelf Registration Statement”) as promptly as possible, but in any event within 90 days of the delivery of the Shelf Notice, and 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 as promptly as practicable thereafter, but in no event more than 180 days after delivery of the Shelf Notice; provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from earlier of two years after the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “Effectiveness Period”), ) or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering time as all of the Registrable Notes covered by and not have been sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Provided that a Shelf Registration Statement registering Registrable Securities for resale is not then effective (subject to any applicable Suspension Period), the Company shall (and shall cause each Guarantor to), use its reasonable best efforts to file as promptly soon as reasonably practicable, file with and in any case no later than 30 days following the SEC date hereof, a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering all of promulgated under the Shelf Notes Securities Act (the a “Initial Shelf Registration”), with respect to all of the Registrable Securities, and to use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as reasonably practicable after such filing. The If the Company is S-3 Shelf Eligible, the Shelf Registration Statement shall be on Form S-3 (a “Form S-3 Shelf”). If the Company is not S-3 Shelf Eligible, the Shelf Registration Statement shall be on Form S-1 (a “Form S-1 Shelf”); provided that the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause convert the Initial Form S-1 Shelf to a Form S-3 Shelf as soon as practicable after the Company is S-3 Shelf Eligible. The Company shall promptly give notice at least 10 Business Days prior to the anticipated filing date of such Shelf Registration to be declared effective all Holders of Registrable Securities, and offer such Holders the opportunity to register the number of Registrable Securities as promptly as practicable thereafter (but in no event later than each such Holder may request by written notice to the Company, given within five Business Days after such Holders are given the Company’s notice of the Shelf Effectiveness DateRegistration. The “Plan of Distribution” section of such Shelf Registration shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including Alternative Transactions. With respect to each Shelf Registration, the Company shall use its reasonable best efforts to cause such Registration Statement to remain effective until the date set forth in Section 2.7(a)(ii). No Holder shall be entitled to include any of its Registrable Securities in a Shelf Registration unless such Xxxxxx has complied with Section 2.8. The Initial obligations set forth in this Section 2.2(a) shall not apply if the Company has a currently effective Automatic Shelf Registration Statement covering all Registrable Securities in accordance with Section 2.7(f) and has otherwise complied with its obligations pursuant to this Article II. The rights of Holders with respect to any Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Suspension Periods, as provided in Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 1442.5.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 60 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 120 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and the Subsidiary Guarantors shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease ceases to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)In accordance with Section 7.16 of the Purchase Agreement, as promptly as practicablethe Company, file on the Closing Date, filed with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registration (the “Initial Shelf RegistrationRegistration Statement”). The Company shall ) covering, subject to Section 3.3, the public resale of all of the Registrable Securities (and shall cause each Guarantor todetermined as of the Closing) use its commercially reasonable efforts to cause the on a delayed or continuous basis, which Initial Shelf Registration to be declared effective Statement was an automatic shelf registration statement (as promptly as practicable thereafter (but defined in no event later than Rule 405 promulgated under the Shelf Effectiveness Date)Securities Act) on Form S-3. The Initial Shelf Registration shall be on Form S-3 Statement contained a prospectus in such form as to permit the resale of the Registrable Securities included therein pursuant to any method or another appropriate form permitting registration combination of such Shelf Notes for methods legally available to, and requested by, any Holder named therein, including a distribution to, and resale by Holders in by, the manner members, partners, stockholders or manners reasonably designated by them other equity holders of any Holder (including, without limitation, one or more Underwritten Offeringsa “Member Distribution”). The Further, the Company shall, at the reasonable request of any Holder seeking to effect a Member Distribution, file any prospectus supplement or post-effective amendments and Guarantors shall otherwise take any action reasonably necessary to include such language, if such language was not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously Statement (or, if applicable, the registration statement filed in connection with any Subsequent Shelf Registration (as defined below)), or revise such language if deemed reasonably necessary by any such Holder in connection with such Member Distribution or otherwise to permit the public resale of Registrable Securities by such Holder in accordance with this Section 2.1. As soon as practicable following the effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration Statement, but in any event within three (subject to extension pursuant to Section 3(e3) or Section 6) (business days of such date, the “Effectiveness Period”)Company shall notify the Holders of the effectiveness of such Initial Shelf Registration Statement. When deemed effective, or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold Statement (including the documents incorporated therein by reference) will comply as to form in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all material respects with all applicable requirements of the Registrable Notes covered by Securities Act and the Exchange Act and will not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144contain a Misstatement.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)shall, as promptly as practicable, use its reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Registration Statement, the Company shall (file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with -------------------------- the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. Otherwise, the Issuers shall use their best efforts to file the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration sold, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all such Registrable Notes covered by such Shelf Registration become Securities are eligible for resale without regard pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act.

Initial Shelf Registration. The Upon the Company becoming eligible for use of Form S-3 in connection with a secondary public offering of its equity securities (but in any event no later than the beginning of the 13th month after the Company Spin-Off) (the “Shelf Trigger Date”) the Company shall (prepare and file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause each Guarantor to), such Shelf Registration Statement to become effective as promptly as practicablepracticable (but in no event later than ninety (90) days after it shall have filed such Shelf Registration Statement, file unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to be declared effective as promptly as practicable thereafter (but advocate with the Commission for the Registration of all Registrable Securities in no event later than accordance with SEC Guidance. Notwithstanding the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 foregoing, if the Commission prevents the Company from including any or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Securities on any Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities ActStatement, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for resale without regard to volume, manner of sale or other restrictions contained each Holder in Rule 144the applicable Shelf Registration Statement shall be reduced pro rata among all Holders.

Initial Shelf Registration. The Company shall as promptly as practicable after the date of the Shelf Notice file (and shall cause each any then existing Guarantor to), as promptly as practicable, file to file) with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The If the Company (and any then existing Guarantor) has not yet filed an Exchange Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each any then existing Guarantor to) to use its commercially reasonable best efforts to file) with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall use its reasonable best efforts to file (and shall cause any then existing Guarantor to use its reasonable best efforts to file) with the SEC the Initial Shelf Registration within 90 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date)thereafter. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the 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 SEC to be included in such Shelf Registration or Prospectus included therein, may reasonably request for inclusion in any Shelf Registration or Prospectus included therein. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”"EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Within 30 days of the date hereof, the Company shall (prepare and file with the Commission a Shelf Registration Statement on Form S-3 covering the resale of all Registrable Securities, and shall use its reasonable best efforts to cause each Guarantor to), such Shelf Registration Statement to become effective as promptly as practicablepracticable (but in no event later than sixty (60) days after it shall have filed such Shelf Registration Statement, file unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the Commission relating to such Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.02(g). The Shelf Registration Statement described in this Section 2.02(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to be declared effective as promptly as practicable thereafter (but advocate with the Commission for the Registration of all Registrable Securities in no event later than accordance with SEC Guidance. Notwithstanding the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 foregoing, if the Commission prevents the Company from including any or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Securities on any Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities ActStatement, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible Statement shall include the resale of a number of Registrable Securities which is equal to the maximum amount permitted by the Commission. In such event, the number of Registrable Securities to be included for resale without regard each Holder in the applicable Shelf Registration Statement shall be reduced pro rata among all Holders. Prior to volumethe effectiveness of this Shelf Registration Statement, manner the Company shall maintain the effectiveness of sale or other restrictions contained in Rule 144the shelf registration statement filed by the Company on July 26, 2018 and this Section 2.02 shall apply to such shelf registration statement, mutatis mutandis, until the Shelf Registration Statement contemplated by this Section 2.02(a) is declared effective.

Initial Shelf Registration. The Issuers, the Company and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Issuers, the Company and the Guarantors have not yet filed an Exchange Registration Statement, upon receipt of a written notice described in Section 2(i), the Issuers, the Company and the Guarantors shall (file with the SEC the Initial Shelf Registration and shall cause each Guarantor to) use its their commercially reasonable efforts to cause the such Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC the Initial Shelf Registration and to cause such Initial Shelf Registration to be declared effective by the SEC on or prior to the 90th day following the written request described in Section 2(i) above; provided that in no event later than shall the Issuers be required to cause such Initial Shelf Registration to be declared effective before the earliest of (i) the Effectiveness Date)Date and (ii) the 45th day following the consummation of the Exchange Offer. The Initial Shelf Registration shall be on Form S-3 or another the appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Issuers, the Company and the Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its their commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is the earliest of (i) the one year from anniversary of the effectiveness effective date of the Initial Shelf Registration, (ii) the date when all of the Notes have been sold under the Shelf Registration Statement and (subject iii) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of either Issuer, the Company or any Guarantor, are able to extension sell such Notes without restriction, and without reliance as to the availability of current public information, pursuant to Section 3(e) or Section 6) Rule 144 (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company or the Guarantors shall (have not yet filed a Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years (or such shorter period as provided in Rule 144(k) under the Securities Act) from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below), other than any securities requested by the holders thereof to be included in such registration pursuant to that Registration Rights and Stockholders Agreement, dated as of May 9, 1996, among the Company, Xxxxxxx Corporation, a Delaware corporation, and the purchasers of the Company's Senior Subordinated Notes due 2004 in an aggregate principal amount of $25,000,000 and warrants to purchase shares of the Common Stock, $.01 par value per share, of the Company. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Issue Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The Company If the Issuers have not yet filed an Exchange Offer Registration Statement, the Issuers shall (and file with the SEC the Initial Shelf Registration on or prior to the Filing Date. Otherwise, the Issuers shall cause each Guarantor to) use its their commercially reasonable efforts to cause file the Initial Shelf Registration to be declared effective within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchaser. The Initial Shelf Registration shall be on Form S-3 5-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year from 24 months after the effectiveness date of the Initial Shelf Registration it is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act. No Holder shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless such Holder furnishes to the Issuers and the Trustee in writing, (iii) there cease within 30 days after receipt of a request therefor, such information as the Issuers and the Trustee, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by included in such Shelf Registration become eligible or Prospectus included therein, may reasonably request for resale without regard to volume, manner of sale inclusion in any Shelf Registration or other restrictions contained in Rule 144Prospectus included therein.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (the “Initial Shelf Registration”). The If the Company and the Guarantor have not yet filed an Exchange Registration Statement, the Company and the Guarantor shall file with the SEC the Initial Shelf Registration and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Initial Shelf Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than by the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors Guarantor shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to Section 3(e) or Section 6)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its commercially reasonable best efforts to, as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”) within 30 days (or 60 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event more than 90 days (or 180 days, in the event a Shelf Notice is delivered pursuant to Section 2(h)(i)) after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its commercially reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effective Date. The Initial Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or another appropriate form permitting registration of such Registrable Notes for resale by Holders in the manner or manners reasonably designated by the Majority Backstop Purchasers (including, without limitation, one or more underwritten offerings). The Company and Guarantors shall not, without the written consent of the Majority Backstop Purchasers, permit any securities other than the Registrable Notes to be included in any Shelf Registration Statement (as defined below). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year from the effectiveness date earliest of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all the Registrable Notes covered by registered under such Shelf Registration become eligible for resale Statement may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without regard to volume, manner of sale volume or other restrictions contained limits, (ii) the date all the Registrable Notes registered under such Shelf Registration Statement have been sold and (iii) two years after the date on which such Shelf Registration Statement became effective with respect to the offer and sale of the Registrable Notes, plus the aggregate number of days in Rule 144all applicable suspension periods set forth herein (including days when such Shelf Registration Statement was not effective or use thereof was suspended, including as a result of any of the events specified in Section 3(e), Section 5(c) or Section 5(e)). The Company shall notify each Holder when the Initial Shelf Registration Statement has been declared effective.

Initial Shelf Registration. The (a) Beginning forty-five (45) days after the date the Company shall becomes current with its Exchange Act reporting obligations, either (and shall cause each Guarantor to), as promptly as practicable, file with i) the SEC Holders holding a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all majority of the Shelf Notes outstanding Registrable Securities, acting together, or (ii) KLIM (if it holds at least ten percent (10%) of the outstanding shares of Common Stock at such time) may request in a joint writing (the “Initial Shelf RegistrationRegistration Request”) that the Company effect the registration of all or part of such Holders’ applicable Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act (as may be amended from time to time, the “Initial Shelf Registration Statement”). The Company shall No later than forty-five (and shall cause each Guarantor to45) use its commercially reasonable efforts to cause days after the receipt of the Initial Shelf Registration Request, the Company will file the Initial Shelf Registration Statement covering such Holders’ Registrable Securities requested to be registered pursuant to the Initial Shelf Registration Request and shall use its reasonable best efforts, subject to Section 6 hereof, to have the Initial Shelf Registration Statement declared effective by the Commission as promptly soon as reasonably practicable thereafter after the Company files the Initial Shelf Registration Statement. (but in no event later than the Shelf Effectiveness Date). b) The Initial Shelf Registration Request shall specify (i) the then-current name and address of the Holders, (ii) the aggregate number of Registrable Securities requested to be registered, (iii) the total number of Registrable Securities then beneficially owned by the Holders and (iv) the intended means of distribution of such Registrable Securities. (c) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the Staff of the Commission (with any Registrable Securities not permitted to be included in the Initial Shelf Registration Statement pursuant to this Section 2(c) to be allocated among the Holders on a pro rata basis based on the total amount of Registrable Securities owned by the Holders requesting their Registrable Securities be included, unless the Commission otherwise requires or such Holders otherwise agree). (d) The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes S-1; provided, however, that, upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall use reasonable best efforts to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed as soon as reasonably practicable thereafter; provided, however, that if pursuant to the rules and regulations of the Commission and the applicable interpretations by the Staff of the Commission the Company would be unable to include in such Shelf Registration Statement on Form S-3 all Registrable Securities included in the manner or manners reasonably designated by them (includingInitial Shelf Registration Statement, without limitation, one or more Underwritten Offerings). The the Company and Guarantors shall not permit any securities other than be required to amend the Initial Shelf Notes Registration Statement to be included in any a Shelf Registration. Registration Statement on Form S-3 or file a substitute registration statement. (e) The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under effective, and not subject to any stop order, injunction or other similar order or requirement of the Securities Act Commission, until the earlier of (i) the date which the Company (A) is one year from the effectiveness date of eligible to register all Registrable Securities included in the Initial Shelf Registration Statement for resale by Holders on Form S-3 and (subject to extension pursuant to Section 3(eB) or Section 6has filed such Registration Statement with the Commission and which is effective and (ii) (the “Effectiveness Period”), or such shorter period ending when (i) date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). (f) If the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement is on Form S-1, then for so long as any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to the Prospectus or an earlier Subsequent post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration has been declared effective Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Securities ActCompany’s rights under Section 6 of this Agreement. (g) If at any time after the date hereof, (iii) there cease the shares of Common Stock are not listed or quoted on a Trading Market, the Holders, acting together, may request that the Company use commercially reasonable efforts to cause all shares of Common Stock to be quoted on the OTC Bulletin Board, OTCQX Market, OTCQB Market or OTC Pink Market and shall thereafter use its commercially reasonable efforts to maintain such quotation, in each case, solely to the extent the Company meets the initial and continued listing criteria necessary for the Company to have the Common Stock quoted on such markets. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided, that the expected aggregate proceeds from any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Underwritten Takedown are at least $10 million.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), in lieu of (or in the case of clause (2) of the first paragraph of this Section 3, in addition to) conducting the Exchange Offer contemplated by Section 2, as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous or delayed basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”)) to which this Section 3 relates. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 30 days after such Initial Shelf Registration Statement filing obligation arises and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after such Initial Shelf Registration Statement filing obligation arises); provided, however, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405), then the Company and the Subsidiary Guarantors shall file the Initial Shelf Effectiveness Date)Registration in the form of an automatic shelf registration statement as provided in Rule 405. The Initial Shelf Registration shall be on Form S-3 or another an appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last sentence of Section 3(e) or Section 65(t)) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor Guarantor, if any, to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Guarantor Guarantor, if any, to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable efforts to cause such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Guarantor, if any, to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its commercially reasonable efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Guarantors, if any, shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor Guarantor, if any, to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. (a) The Company shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC prepare a Shelf Registration Statement for an offering (as may be amended from time to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (time, the “Initial Shelf RegistrationRegistration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than 5 business days after the Plan Effective Date. The Company shall file the Initial Shelf Registration Statement with the Commission on or prior to the 60th day following the Plan Effective Date; provided, however, that the Company shall not be required to file or cause to be declared effective the Initial Shelf Registration Statement unless Holders request (and have not by the 5th day after the Plan Effective Date revoked such request by written notice to the Company) the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least fifteen percent (15%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement. (b) The Company shall cause each Guarantor toinclude in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission. (c) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every fiscal quarter of the Company. (d) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall be entitled to amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (e) The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The Initial practicable, and shall use its reasonable best efforts to keep such Shelf Registration shall be Statement continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 or another appropriate form permitting registration is a Smaller Reporting Company eligible to incorporate by reference pursuant to Item 12(b) of Form S-1 and (B) has filed such Shelf Notes for resale by Holders in Registration Statement with the manner or manners reasonably designated by them Commission and which is effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (f) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any outstanding Shelf Notes registered thereunder Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (ivi) the date on which all Registrable Notes covered by such Initial Shelf Registration become eligible for resale without regard Statement shall not include any untrue statement of material fact or omit to volumestate any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7. (g) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of sale or other restrictions contained this Agreement, provided that (i) the number of shares included in Rule 144such “takedown” shall equal at least fifteen percent (15%) of the number of Registrable Securities at such time and (ii) the Registrable Securities requested to be sold by the Holders in such “takedown” shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $50 million.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, the Issuers shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, the Issuers shall use their best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (following delivery of the Shelf Notice but in no event later than 45 days after the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuers shall (use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and shall cause each Guarantor to) use its commercially reasonable efforts in no event later than 90 days following delivery of the Shelf Notice, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e5 hereof) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, or no Registrable Notes remain outstanding (ii) the "Effectiveness Period"), or until a Subsequent subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company and the Guarantors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, each of the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Company and the Guarantors shall use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Each of the Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable thereafter and in no event later than 45 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144"Effectiveness Period").

Initial Shelf Registration. The Company and the Guarantors shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Company and the Guarantors shall (and shall cause each Guarantor to) use its commercially their reasonable best efforts to cause file with the SEC the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than on or before the Shelf Effectiveness applicable Filing Date). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The In accordance with Section 5 hereof, the Company and the Guarantors shall (use their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness later of Issue Date and the date which is two years after the date on which any affiliate of the Initial Shelf Registration (subject Company ceased to extension pursuant to Section 3(e) or Section 6) hold Registrable Notes (the “"Effectiveness Period”"), or such shorter period ending when on the earliest to occur of (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been being sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been being declared effective under the Securities Act, or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which which, in the written opinion of counsel to the Company, all outstanding Registrable Notes covered held by such Shelf Registration become eligible for resale Persons that are not affiliates of the Company may be resold without regard registration under the Securities Act pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act.

Initial Shelf Registration. The Company Issuer shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuer shall (and have not yet filed an Exchange Registration Statement, the Issuer shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, the Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuer shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Issuer shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 120 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Issue Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale may be transferred without regard to volume, manner of sale restriction under the Securities Act or other restrictions contained in Rule 144144 thereunder (the "Effectiveness Period").

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf Registration”). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its best efforts to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 45 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company has not yet filed an Exchange Offer, the Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the later of the Filing Date or 30 days after the Shelf Notice. Otherwise, the Company shall use its best efforts to file the Initial Shelf Registration within 20 days of the delivery of the Shelf Notice or as promptly as practicable thereafter (but in no event later than possible following the Shelf Effectiveness Date)request of the Purchasers. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which that is one year 24 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)the Guarantors shall, as promptly as practicable, prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company and the Guarantors shall (have not yet filed an Exchange Registration Statement, the Company and the Guarantors shall cause each Guarantor to) use its commercially reasonable their best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, the Company and the Guarantors shall file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and the Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company and the Guarantors shall (use their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 60th day after filing the same and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year three years from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “Effectiveness "Effective Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

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

Initial Shelf Registration. (a) The Company shall prepare a Shelf Registration Statement (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall cause each Guarantor to), as promptly as practicable, file with include in the SEC a Initial Shelf Registration Statement for an offering the Registrable Securities of each Holder who shall request inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than the date that the first Quarterly Report on Form 10-Q after the Plan Effective Date is required to be made on a continuous basis pursuant filed according to Rule 415 covering all the rules and regulations of the Shelf Notes Commission (the “Initial Shelf RegistrationForm 10-Q”). The Company shall file the Initial Shelf Registration Statement upon request by the Holders of the inclusion in the Initial Shelf Registration Statement of Registrable Securities constituting at least twenty percent (20%) of all Registrable Securities, and such Holders otherwise timely comply with the requirements of this Agreement with respect to the inclusion of such Registrable Securities in the Initial Shelf Registration Statement, it being understood that Holders of at least twenty percent (20%) of all Registrable Securities have timely indicated such request as of the date hereof by checking the appropriate box on the respective signature pages and, as a result, the Company shall use its reasonable best efforts to have the Initial Shelf Registration Statement declared effective by the Commission as soon as possible after the Company files the Initial Form 10-Q. (b) The Company shall include in the Initial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, however, that the Company shall not be required to include an amount of Registrable Securities in excess of the amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the Staff of the Commission. (c) Upon the request of any Holder whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided that the Company shall not be required to amend the Initial Shelf Registration Statement more than once every 180 days of the Company. (d) Within five (5) Business Days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall cause each Guarantor toinclude in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3 (including without limitation a Form S-3 filed as an Automatic Shelf Registration Statement), the Company shall amend the Initial Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. (f) The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective by the Commission as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date). The practicable, and shall use its reasonable best efforts to keep such Initial Shelf Registration shall be on Form S-3 Statement continuously effective, and not subject to any stop order, injunction or another appropriate form permitting registration other similar order or requirement of such Shelf Notes the Commission, until the earlier of (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders in on Form S-3 and (B) has filed such Registration Statement with the manner or manners reasonably designated by them Commission and which is effective and (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor toii) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). In the event of any stop order, injunction or other similar order or requirement of the Commission relating to the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Statement, if any Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Statement remain unsold, the period during which the Initial Shelf Registration has been declared Statement shall be required to remain effective under will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (g) If the Initial Shelf Registration Statement is on Form S-1, then for so long as any Registrable Securities Actcovered by the Initial Shelf Registration Statement remain unsold, (iii) there cease the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any outstanding Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Notes registered thereunder Registration Statement shall not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Company’s rights under Section 7 of this Agreement. (h) Upon the demand of one or more Holders, the Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 6 of this Agreement, provided that (i) the number of shares included in such “takedown” shall equal at least ten percent (10%) of all Registrable Securities at such time or (ivii) the date on which all Registrable Notes covered Securities requested to be sold by the Holders in such Shelf Registration become eligible for resale without regard to volume, manner “takedown” shall have an anticipated aggregate gross offering price (before deducting underwriting discounts and commission) of sale or other restrictions contained in Rule 144at least $25.0 million.

Initial Shelf Registration. The Company Issuers shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Issuers shall (and have not yet filed an Exchange Registration Statement, each of the Issuers shall cause each Guarantor to) use its commercially reasonable efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. In any other instance, each of the Issuers shall file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting per- mitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Issuers shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf RegistrationRegistration (as defined below). The Company Each of the Issuers shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company BGLS shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made by the Participating Holders on a continuous basis pursuant to under Rule 415 covering all the Registrable Securities (the "Initial Shelf Registration") as soon as practicable following delivery of the Shelf Notes (the “Notice. The Initial Shelf Registration”Registration shall be on an appropriate form permitting registration of all Registrable Securities for resale by Participating Holders in the manner or manners reasonably designated by them (including one or more underwritten offerings). The Company BGLS shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than under the Shelf Securities Act by the Effectiveness Date). The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company Date and Guarantors shall not permit any securities other than the Shelf Notes to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective and the Prospectus current under the Securities Act until during the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) period (the “"Effectiveness Period”), or such shorter period ") ending when on the earlier of (i) the earliest date on which (x) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (iiy) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder Act or (ivz) in the date on opinion of Milbank, Tweed, Hadlxx & XcClxx xx other counsel to BGLS reasonably acceptable to the Participating Holders, which opinion shall be reasonably satisfactory in form, scope and substance to the Participating Holders, registration of the Registrable Securities is no longer required under the Securities Act for the Participating Holders to sell all remaining Registrable Notes covered by such Shelf Registration become eligible for resale Securities in the open market without regard limitations as to volume, volume or manner of sale and without being required to file any forms or reports with the SEC under the Securities Act or the Regulations other restrictions contained than a notice of sale under Rule 144 under the Regulations. No Participating Holder may include any of its Registrable Securities in Rule 144any Shelf Registration pursuant to this Agreement unless and until such Participating Holder furnishes to the Company in writing such information as the Company may reasonably request pursuant to Section 7.2(b).

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to)a) As soon as practicable after the Company’s Annual Report on Form 10-K for the year ending December 31, as promptly as practicable2021, file including any portions thereof that are incorporated by reference into such Form 10-K from the Company’s definitive proxy statement pursuant to Section 14(a) of the Exchange Act for the Company’s 2022 annual meeting of shareholders, has been filed with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Commission (the “Initial Form 10-K”) (which filing shall take place no later than April 30, 2022), the Company shall prepare a Shelf RegistrationRegistration Statement on Form S-11 (as may be amended from time to time, the “Initial Shelf Registration Statement”), and shall include in the Initial Shelf Registration Statement the Registrable Securities of each Holder who requests inclusion therein of some or all of their Registrable Securities by checking the appropriate box on the signature page of such Holder hereto or by written notice to the Company no later than the date of filing of the Initial Form 10-K with the Commission, provided that the Holder delivers a completed Selling Stockholder Questionnaire at least three (3) Business Days prior to the filing of the Initial Shelf Registration Statement. The Company shall (and shall cause each Guarantor toi) use its commercially reasonable efforts to cause file the Initial Shelf Registration Statement with the Commission no later than five (5) Business Days after the date that the Company files with the Commission the Initial Form 10-K unless extended upon the consent of the Holders beneficially owning a majority of the Registrable Securities requested to be included in the Initial Shelf Registration Statement (which extension shall last a period of time determined by such consenting Holders) and (ii) use its reasonable best efforts to have the Initial Shelf Registration Statement declared effective by the Commission as promptly soon as reasonably practicable thereafter after the Company files the Initial Shelf Registration Statement (but in no event later than the Shelf Effectiveness Date). The thirty (30) days after it files such Initial Shelf Registration Statement, unless it is not practicable to do so due to circumstances directly relating to outstanding comments of the staff of the Commission relating to such Initial Shelf Registration Statement; provided that the Company is using its reasonable best efforts to address any such comments as promptly as possible). (b) The Company shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by Holders include in the manner or manners reasonably designated by them (includingInitial Shelf Registration Statement all Registrable Securities whose inclusion has been timely requested as aforesaid; provided, without limitationhowever, one or more Underwritten Offerings). The that the Company and Guarantors shall not permit any securities other than be required to include an amount of Registrable Securities in excess of the Shelf Notes amount as may be permitted to be included in such Registration Statement under the rules and regulations of the Commission and the applicable interpretations thereof by the staff of the Commission (with any Registrable Securities not permitted to be included in the Initial Shelf Registration. Registration Statement pursuant to this Section 2(b) to be allocated among the requesting Holders on a pro rata basis, unless the Commission otherwise requires or the requesting Holders otherwise agree). (c) Subject to Section 2(b), upon the request of any Holder (i) whose Registrable Securities are not included in the Initial Shelf Registration Statement at the time of such request or (ii) whose Registrable Securities included in the Initial Shelf Registration Statement constitute less than all of the Registrable Securities held by such Holder at the time of such request, the Company shall amend the Initial Shelf Registration Statement to include the Registrable Securities of such Holder; provided, however, that the Company shall not be required to so amend the Initial Shelf Registration Statement more than once every six (6) calendar months. (d) Within five (5) days after receiving a request pursuant to Section 2(c), the Company shall give written notice of such request to all other Holders of Registrable Securities and shall include in such amendment all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice, provided, that the Company shall not be required to include in such amendment any Registrable Securities that are already covered by an existing and effective Registration Statement that may be utilized for the offer and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under effective, and not subject to any stop order, injunction or other similar order or requirement of the Securities Act Commission until the date which is one year from the effectiveness date earlier of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) the date the Company (A) is eligible to register the Registrable Securities for resale by Holders on Form S-3 and (B) has filed such Registration Statement with the Commission and such Registration Statement has become effective and (ii) the date that all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in Statement shall cease to be Registrable Securities (such earlier date, the manner contemplated in “Initial Shelf Expiration Date”). (f) For so long as any Registrable Securities covered by the Initial Shelf Registration Statement remain unsold, the Company will file any supplements to the Prospectus or post-effective amendments required to be filed by applicable law in order to incorporate into such Prospectus any Current Reports on Form 8-K necessary or required to be filed by applicable law, any Quarterly Reports on Form 10-Q or any Annual Reports on Form 10-K filed by the Company with the Commission, or any other information necessary so that (i) the Initial Shelf Registration Statement does not include any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein not misleading, and (ii) a Subsequent Shelf Registration covering all the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that these obligations remain subject to the Registrable Notes covered by and not sold Company’s rights under Section 6 of this Agreement. (g) Upon the demand of one or more Holders (with respect to either the Initial Shelf Registration or an earlier Subsequent a subsequent Shelf Registration has been declared effective under Statement as per Section 3), the Company shall facilitate a “takedown” of Registrable Securities Actin the form of an Underwritten Offering (each, an “Underwritten Takedown”), in the manner and subject to the conditions described in Section 5 of this Agreement, provided, that the number of shares of Common Stock included in such Underwritten Takedown shall equal at least (iiix) there cease five percent (5%) of all outstanding shares of Common Stock at such time or (y) an anticipated aggregate gross offering price (before deducing underwriting discounts and commissions) of at least $25,000,000.00. (h) If on the Plan Effective Date, the shares of Common Stock are not listed on the New York Stock Exchange or Nasdaq, the Company shall use reasonable best efforts to cause all such shares of Common Stock to be any outstanding Shelf Notes registered thereunder or (iv) so listed as soon as possible after the date Plan Effective Date and shall thereafter use reasonable best efforts to maintain such listing. If the Company is not able to satisfy the listing requirements of the NYSE and Nasdaq, then the Company shall use reasonable best efforts to cause all such shares of Common Stock to be quoted on which all another Trading Market the Company and the holders of a majority of Registrable Notes covered by Securities reasonably select and shall thereafter use reasonable best efforts to maintain such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144quotation.

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

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

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), as promptly as practicable, -------------------------- reasonably practicable prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”"). The If the Company shall (and have not yet filed an Exchange Offer, the Company shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective as promptly as practicable thereafter (but in no event later than the Filing Date. Otherwise, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the 75th day after the filing thereof with the Commission and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 36 months from the effectiveness date of the Initial Shelf Registration Effectiveness Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 65 hereof) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration Securities has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144.

Initial Shelf Registration. The Company Obligors shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf then existing Registrable Notes (the “"Initial Shelf Registration”"). The Company If the Obligors shall (and have not yet filed an Exchange Registration Statement, each Obligor shall cause each Guarantor to) use its commercially reasonable best efforts to cause file with the SEC the Initial Shelf Registration on or prior to be declared effective the Filing Date. In any other instance, each Obligor shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable thereafter (but but, in no event later than any event, within 45 days following delivery of the Shelf Effectiveness Date)Notice. The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by such Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors Obligors shall not permit any securities other than the Shelf Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company Each Obligor shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act, if an Exchange Registration Statement has not yet been declared effective, on or prior to the Effectiveness Date, or, in any other instance, as soon as practicable after the filing thereof and in no event later than 90 days after filing of the Initial Shelf Registration, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the on which such Initial Shelf Registration is declared effective (subject to extension pursuant to the last paragraph of Section 3(e) or Section 6) (the “Effectiveness Period”5 hereof), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all such Registrable Notes covered by such Shelf Registration become are eligible for resale without regard pursuant to volume, manner of sale or other restrictions contained in Rule 144144(k) under the Securities Act (the "Effectiveness Period").

Initial Shelf Registration. The Company shall (prepare and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Registrable Securities (the “"Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective as promptly as practicable thereafter (but in no event later than the Shelf Effectiveness Date"). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Registrable Securities for resale by Holders such holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall (i) not permit any securities other than the Shelf Notes Registrable Securities to be included in any Shelf Registration. The Company shall , and (and shall cause each Guarantor toii) use its commercially reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as promptly as practicable after the filing thereof, and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one third year from the effectiveness date anniversary of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Notes Registrable Securities covered by the Initial Shelf Registration have been sold in pursuant to the manner contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) that the date on which all Registrable Notes covered by such Company may suspend the effectiveness of a Shelf Registration become eligible for resale without regard a period not to volumeexceed 45 days in any calendar year (a "Shelf Blackout Period"), manner and the three year period specified above shall be extended by the number of sale days in the Shelf Blackout Period, if (i) an event occurs and is continuing as a result of which the Shelf Registration would, in the Company's good faith judgment, contain an untrue statement of a material fact or other restrictions contained in Rule 144.omit to state a material fact necessary in

Initial Shelf Registration. The Company shall (and shall cause each Guarantor to), use its reasonable best efforts to, as promptly as practicable, practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 30 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not yet filed an Exchange Offer Registration Statement, the Company shall use its reasonable best efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use its reasonable best efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) Closing Date (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (ii) a Subsequent Shelf Registration Statement (as defined below) covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “"Initial Shelf Registration”"). The If the Company (and any Subsidiary Guarantor) has not yet filed an Exchange Registration Statement, the Company shall (and shall cause each Subsidiary Guarantor to) file with the SEC the Initial Shelf Registration on or prior to the Filing Date and shall use its commercially reasonable best efforts to cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Company shall (and shall cause each Subsidiary Guarantor to) use its reasonable best efforts to file with the SEC the Initial Shelf Registration within 45 days of the delivery of the Shelf Notice and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 105 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company and Subsidiary Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf Registration. The Company shall (and shall cause each Subsidiary Guarantor to) use its commercially reasonable best efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year 24 months from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “"Effectiveness Period”"), or such shorter period ending when (i) all Shelf Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Registration, (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.

Initial Shelf Registration. After the closing of the Qualified IPO (the “Shelf Trigger Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission within thirty (30) days a Shelf Registration Statement covering the resale of all Registrable Securities requested to be included therein in accordance with this Section 2.03(a), and to cause such Shelf Registration Statement to become effective as promptly as practicable. If at the time of filing of such Shelf Registration Statement the Company is eligible for use of an Automatic Shelf Registration Statement, then such Shelf Registration Statement shall be filed as an Automatic Shelf Registration Statement in accordance with Section 2.03(g). The Company shall promptly deliver a written notice (and shall cause each Guarantor to)a “Shelf Registration Notice”) of such Shelf Registration to all Holders, as promptly as practicablepracticable following the Shelf Trigger Date, file and in any event within five (5) Business Days thereafter, and the Company shall include in such Shelf Registration Statement all such Registrable Securities of such Holders for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be included in the Shelf Registration Statement and such requests must be received within fifteen (15) days after the date that such Shelf Registration Notice has been delivered. The Shelf Registration Statement described in this Section 2.03(a) shall relate to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the SEC a methods of distribution set forth in the applicable Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes (hereinafter the “Initial Shelf Registration”). The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to cause address any comments from the Initial Commission regarding such Shelf Registration Statement and to advocate with the Commission for the Registration of all Registrable Securities in accordance with SEC Guidance. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities on any Shelf Registration Statement, such Shelf Registration Statement shall include the resale of a number of Registrable Securities which is equal to the maximum number of shares as is permitted by the Commission. In such event, the number of Registrable Securities to be declared effective as promptly as practicable thereafter (but included for each Holder in no event later than the Shelf Effectiveness Date). The Initial applicable Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Shelf Notes for resale by reduced pro rata among all Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Notes requesting to be included in any Shelf Registration. The Company shall (and shall cause each Guarantor to) use its commercially reasonable efforts to keep the Initial applicable Shelf Registration continuously effective under the Securities Act until the date which is one year from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes covered by the Initial Shelf Registration have been sold in the manner contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Statement.

Initial Shelf Registration. The Company Issuers shall (and shall cause each Guarantor to), as promptly as practicable, file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Notes Transfer Restricted Securities (the “Initial Shelf Registration”). The Company If the Issuers (and any Guarantor) have not yet filed an Exchange Offer Registration Statement, the Issuers shall use their best efforts (and shall cause each Guarantor to) to use its commercially reasonable efforts best efforts) to file with the SEC the Initial Shelf Registration on or prior to the Filing Date and cause the such Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date. Otherwise, the Issuers shall use their best efforts (and shall cause each Guarantor to use its best efforts) to file with the SEC the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and shall use their best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Effectiveness DateNotice). The Initial Shelf Registration shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Notes Transfer Restricted Securities for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offeringsunderwritten offerings). The Company Issuers and Guarantors shall not permit any securities other than the Shelf Notes Transfer Restricted Securities to be included in any Shelf Registration. The Company Issuers shall use their best efforts (and shall cause each Guarantor to) to use its commercially reasonable efforts best efforts) to keep the Initial Shelf Registration continuously effective under the Securities Act until the date which is one year two years from the effectiveness date of the Initial Shelf Registration Closing Date (subject to extension pursuant to the last paragraph of Section 3(e) or Section 66(w) (the “Effectiveness Period”), or such shorter period ending when (i) all Shelf Notes Transfer Restricted Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration (ii) a Subsequent Shelf Registration covering all of the Registrable Notes Transfer Restricted Securities covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act, Act or (iii) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Transfer Restricted Securities.

Initial Shelf Registration. The Company shall (shall, and shall cause each Guarantor to), as promptly as practicable, use all commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Shelf Registrable Notes (the “Initial Shelf RegistrationRegistration Statement”). The Company ) within 45 days of the delivery of the Shelf Notice and shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to cause the such Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event later more than 90 days after delivery of the Shelf Notice); provided, however, that if the Company (and each Guarantor) has not filed an Exchange Offer Registration Statement prior to the delivery of the Shelf Notice, then the Company shall use all commercially reasonable efforts to file (and shall cause each Guarantor to file) with the SEC the Initial Shelf Registration Statement on or prior to the Filing Date and shall use all commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Shelf Registrable Notes for resale by Holders in the manner or manners reasonably designated by them (including, without limitation, one or more Underwritten Offerings). The Company and Guarantors shall not permit any securities other than the Shelf Registrable Notes to be included in any Shelf RegistrationRegistration Statement. The Company shall (and shall cause each Guarantor to) use its all commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the date which is one year earlier of two years from the effectiveness date of the Initial Shelf Registration (subject to extension pursuant to Section 3(e) or Section 6) (the “Effectiveness Period”), Closing Date or such shorter period ending when (i) all Registrable Notes covered by such Shelf Registration Statement cease to be Registrable Notes, (ii) all Registrable Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement, (iiiii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or an earlier Subsequent Shelf Registration Statement has been declared effective under the Securities Act, or (iiiiv) there cease to be any outstanding Shelf Notes registered thereunder or (iv) the date on which all Registrable Notes covered by such Shelf Registration become eligible for resale without regard to volume, manner of sale or other restrictions contained in Rule 144Notes.