Common use of Registration Under the 1933 Act Clause in Contracts

Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than 60 days after the date hereof, the Company shall file a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filing. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities.

Registration Under the 1933 Act. (a) As The Trust and the Company shall use their best efforts to cause to be filed as soon as practicable, but in no event and not later than 60 days the 90th day after the date hereof, original issuance of the Company shall file Trust Preferred Securities a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filingSEC. The Each of the Trust and the Company agrees agree to use its their best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities date that is the third anniversary of the effective date thereof or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Trust and the Company further agrees (i) agree to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Trust and the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SECthereafter. (b) The Trust and the Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s 's Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf The Registration Statement pursuant to Section 2(a) hereof shall will not be deemed to have become effective unless it has been declared effective by the SEC; providedPROVIDED, howeverHOWEVER, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf the Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after Without limiting the date hereof remedies available to the Holders, the Trust and the Company proposes to file a Registration Statement with respect to an offering of Common Stock for acknowledge that any failure by the account of Trust or the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to comply with their obligations under Section 2(a) or on Form S-4 or Form S-8 or any successor form), hereof may result in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing material irreparable injury to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, for which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, howeverthere is no adequate remedy at law, that if the managing underwriters it will not be possible to measure damage for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), injuries precisely and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount whichthat, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account event of any Person other than the Company or the Person that initiated such registration; and providedfailure, further, that the Company shall not any Holder may obtain such relief as may be required to include any Registrable Common Securities in any such Registration Statement specifically enforce the Trust's and the Company's obligations under this Section 2(d2(a) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securitieshereof.

Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than 60 days after the date hereof, the The Company shall file a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be filed and to be declared effective by the SEC as soon as thereafter practicable but on or prior to the date that is one year after the Closing Date, a Shelf Registration Statement covering the issuance of the Conversion Shares. Subject to certain limited "blackout periods" referred to in any event not later than 90 days following such filing. The the last paragraph of Section 4 the Company agrees to use its best efforts to shall keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities for two years, or such shorter period that will terminate if earlier, when all Debentures and shares of the Registrable Securities covered by the Shelf Registration Statement Preferred Stock have been sold converted into Common Stock pursuant to the Shelf Registration StatementStatement (the "Shelf Period"). The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other applicable rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A The Shelf Registration Statement pursuant to Section 2(a) hereof shall will not be deemed to have become effective unless it has been declared effective by the SEC; providedPROVIDED, howeverHOWEVER, that, if, after it has been declared effective, the offering of Registrable Securities Conversion Shares pursuant to a the Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities Conversion Shares pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep If the Shelf Registration Statement is not declared effective on or prior to the date that is one year after the Closing Date (except during the requisite period if it takes any action that would result "blackout periods" referred to in Holders the last paragraph of Registrable Securities covered thereby not being able temporarily to offer Section 4 and sell such securities during that periodafter the Shelf Period), unless (i) such action is required the dividend rate on the Preferred Stock will increase by (and is the only course expressed as a percentage of action available to comply withliquidation preference) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action 0.5% per annum and the period during interest rate on the Debentures will increase by 0.5% per annum (per 1,000 principal amount) each of which such Holder’s ability to offer and sell Registrable Securities increase must be paid in cash, until a Shelf Registration Statement is suspendeddeclared effective. (d) If at any time after Without limiting the date hereof remedies available to the Initial Purchasers and the Holders, the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of acknowledges that any failure by the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchasers or on Form S-4 or Form S-8 or any successor form), in each casethe Holders for which there is no adequate remedy at law, that is it will not be possible to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of measure damages for such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters injuries precisely and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount whichthat, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account event of any Person other than such failure, the Company Initial Purchasers or the Person that initiated any Holder may obtain such registration; and provided, further, that the Company shall not relief as may be required to include any Registrable Common Securities in any such Registration Statement specifically enforce the Company's obligations under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities2(a).

Registration Under the 1933 Act. (a) As soon as practicableThe Company shall prepare, but in no event and not later than 60 90 days after following the date hereofof original issuance of the Preferred Stock, the Company shall file with the SEC, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and Securities. The Company shall use its best efforts to cause such the Shelf Registration Statement to be declared effective by on or prior to 180 days after the SEC as soon as thereafter practicable but in any event not later than 90 days following such filingdate of original issuance of the Preferred Stock. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until for two years from the Holders shall no longer hold any Registrable Securities date the Shelf Registration Statement is declared effective by the SEC or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities Registrable Securities during that period, unless (iA) such action is required by applicable law; or (and is the only course of B) such action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s 's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j3(e)(v) and Section 3(i) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have further agrees to supplement or amend the right Shelf Registration Statement if required by the rules, regulations or instructions applicable to postpone, suspend or withdraw any the registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities.form

Registration Under the 1933 Act. (a) As To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) use its reasonable best efforts to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act covering the Registrable Securities of each series with respect to a proposed Exchange Offer for each series of Registrable Securities covered thereby and the issuance and delivery to the Holders, in exchange for Registrable Securities of each series covered thereby, of a like principal amount of Exchange Securities of such series, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days of the Closing Date (the "Effectiveness Deadline"), (C) use its reasonable best efforts to keep such Exchange Offer Registration Statement effective until the closing of the Exchange Offer with respect to the Registrable Securities of all series covered by such Exchange Offer Registration Statement and (D) use its reasonable best efforts to cause an Exchange Offer for the Registrable Securities of each series covered by such Exchange Offer Registration Statement to be consummated as promptly as practicable, but in no any event not later than 60 days the date that is 30 Business Days after the Effectiveness Deadline. The Company shall commence an Exchange Offer with respect to the Registrable Securities of any series by mailing the related exchange offer Prospectus and accompanying documents to each Holder of the Registrable Securities of such series stating, in addition to such other disclosures as are required by applicable law: (i) that such Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities of such series validly tendered and not withdrawn will be accepted for exchange; (ii) the Expiration Date of such Exchange Offer (which shall be at least 20 Business Days from the date hereofsuch notice is mailed) (each day from and including the date of such mailing through and including such Expiration Date being hereinafter called an "Exchange Date"); (iii) that any Registrable Security of such series not tendered will remain outstanding and continue to accrue interest, but will not thereafter be entitled to receive any Additional Interest or be entitled to any registration rights under this Agreement; (iv) that Holders electing to have a Registrable Security of such series exchanged pursuant to such Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letter of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents prior to the time the Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the Expiration Date; and (v) that Holders will be entitled to withdraw their election, not later than the time such Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the Expiration Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents a facsimile transmission or letter setting forth the name of such Holder, the series and principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged; provided that, if the only Holder of the Registrable Securities of such series is the Depositary (as defined in Section 6(c)) or its nominee, then the Exchange Offer in respect of the Registrable Securities of that series may be commenced by giving notice (which may be electronic) and providing such other information to the Depositary or its nominee as may be customary in accordance with the Depositary's procedures. As soon as reasonably practicable after the Expiration Date with respect to the Exchange Offer for the Registrable Securities of any series, the Company shall: (i) accept for exchange all Registrable Securities of such series or portions thereof validly tendered and not withdrawn pursuant to such Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and mail or otherwise deliver to each Holder, an Exchange Security of such series equal in principal amount to the principal amount of the Registrable Securities of such series surrendered by such Holder. The Company shall use its reasonable best efforts to complete an Exchange Offer with respect to each series of Registrable Securities as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with such Exchange Offer. None of the Exchange Offers shall be subject to any conditions, other than that such Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall, at the request of the Representatives, inform the Representatives of the names and addresses of the Holders to whom each Exchange Offer is made, and the Representatives shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in such Exchange Offer. Each Holder participating in an Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company, (iv) such Holder is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the 1933 Act, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, and (vi) if such Holder is a broker-dealer, it did not purchase the Securities being tendered in the Exchange Offer directly from the Company for resale pursuant to Rule 144A under the 1933 Act or any other available exemption from registration under the 1933 Act. (b) In the event that (i) the Company determines that an Exchange Offer Registration provided for in Section 2(a) above is not available with respect to the Securities of any series or that an Exchange Offer with respect to the Securities of any series may not be consummated as soon as practicable after the Expiration Date for such Exchange Offer because it would violate applicable law or applicable interpretations of the Staff of the SEC, (ii) an Exchange Offer is for any other reason not consummated with respect to the Securities of any series within 30 Business Days following the Effectiveness Deadline, or (iii) an Exchange Offer has been completed with respect to the Securities of any series and the Representatives have determined, based upon the opinion of legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities of such series, the Company shall file use its reasonable best efforts to cause to be filed as soon as reasonably practicable after such determination date or date that notice of such determination by the Representatives is given to the Company, as the case may be, a Shelf Registration Statement covering the Registrable Securities of such series providing for the sale by the Holders of all of the Registrable Securities of such series and shall to use its reasonable best efforts to cause have such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but reasonably practicable. In the event the Company is required to file a Shelf Registration Statement with respect to the Registrable Securities of any series solely as a result of the matters referred to in any event not later than 90 days following clause (iii) of the preceding sentence, the Company shall use its reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities of such filingseries and a Shelf Registration Statement (which may be a combined Registration Statement with such Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities of such series held by the Initial Purchasers after completion of such Exchange Offer. The Company agrees to use its reasonable best efforts to keep the each Shelf Registration Statement continuously effective and to keep the related Prospectus current until the Holders shall no longer hold any expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities covered by such Shelf Registration Statement or such shorter period that will terminate when all of the Registrable Securities covered by the such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or shall have been sold to the public pursuant to Rule 144(k) (or similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding; provided, however, that if there is a possible acquisition or business combination or other transaction, business development or event involving the Company that would require disclosure in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus and the Company determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Company and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in such Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus would be impracticable, the Company shall give the Holders of the Registrable Securities covered by such Shelf Registration Statement notice (a "voluntary suspension notice") to suspend use of the Prospectus relating to such Shelf Registration Statement, and such Holders hereby agree to suspend use of such Prospectus until the Company has amended or supplemented such Prospectus or has notified such Holders that use of the then current Prospectus may be resumed as provided in the penultimate paragraph of Section 3. In the case of any Voluntary Suspension Notice, the Company shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Company determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential and, while such Voluntary Suspension Notice is in effect, the Company shall not be required to amend or supplement such Shelf Registration Statement, the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus to reflect such possible acquisition or business combination or other transaction, business development or event, but shall use its reasonable best efforts to maintain the effectiveness of such Shelf Registration Statement. Upon the abandonment, consummation, termination or public announcement or other public disclosure of the possible acquisition or business combination or other transaction, or if the applicable business development or event shall cease to exist or shall be publicly disclosed, then the Company shall promptly comply with this Section 2(b) and Sections 3(b), 3(e)(iv) (if applicable), 3(i) (if applicable) and the penultimate paragraph in Section 3 hereof and notify the Holders of the Registrable Securities covered by such Shelf Registration Statement that disposition of such Registrable Securities may resume; provided that, if Section 3(i) shall require an amendment or supplement to such Shelf Registration Statement or the related Prospectus, then such resumption shall not occur until the Company shall have delivered copies of the supplemented or amended Prospectus contemplated by Section 3(i) to the applicable Holders. Anything herein to the contrary notwithstanding, the right of the Company to suspend use of a Prospectus pursuant to this paragraph shall be subject to the limitation set forth in the last sentence of the penultimate paragraph of Section 3. The Company further agrees (i) to supplement or amend the each Shelf Registration Statement and/or the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder whose Registrable Securities are registered pursuant to such Shelf Registration Statement with respect to information relating to such Holder Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the related Prospectus to become usable as soon as thereafter reasonably practicable. The Company shall give all Holders written notice of such proposed post-effective amendment , subject to the right of the Company, on the terms and subject to the conditions described elsewhere in this Section 2(b), to suspend its obligation to amend or supplement such Shelf Registration Statement as soon as practicable (but in any event not less than five business days before and/or the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment related Prospectus by making giving a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such HoldersVoluntary Suspension Notice. The Company agrees to furnish to the Holders of Registrable Securities covered by any Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. (bc) The Company shall pay all Registration Expenses in connection with the each registration pursuant to Section 2(a)) and Section 2(b) including, but not limited to, the fees and expenses of one counsel to be selected by the Representatives or, if the Representatives elect not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of 's Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspendedStatement. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities.

Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than 60 days after The Company and the date hereof, the Company Guarantors shall use commercially reasonable efforts to file a Shelf Registration Statement under the 1933 Act within 270 days following the first issuance of Exchange Notes (the “Issue Date”) providing for the sale by the Holders who have provided the information required by Section 3(p) of all of the Registrable Securities held by such Holders. The Company and shall the Guarantors agree to use its best their commercially reasonable efforts to cause such Shelf Registration Statement to be declared become effective by as promptly as possible after the SEC as soon as thereafter practicable filing thereof, but in any no event not later than 90 365 days following such filing. The Company agrees to use its best efforts after the Issue Date (the “Effectiveness Date”), and thereafter to keep the Shelf Registration Statement it continuously effective until for the Holders shall no longer hold any Registrable Securities or such shorter period that will terminate upon the earliest of (A) the time when all of the Registrable Securities covered by the Shelf Registration Statement have been can be sold pursuant to Rule 144 under the Shelf Registration Statement1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) one year from the Issue Date, (C) the date on which all Registrable Securities registered thereunder are disposed of in accordance therewith and (D) the date on which no Registrable Securities or Loans are outstanding. The Company and the Guarantors further agrees (i) agree to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration registrations or if reasonably and timely requested by a Holder with respect to information relating to such Holder Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its commercially reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The , provided that the Company and the Guarantors shall give all Holders written notice of such proposed post-effective amendment not be required to amend the Shelf Registration Statement as soon as practicable (but in any event not less to add additional Holders more than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holdersonce per fiscal quarter. The Company agrees and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used filing such supplement or amendment with the SEC, provided, that the Company and the Guarantors shall not be required to provide such Holder with copies of Forms 10-K, 10-Q, 8-K and other reports filed with the SEC. (b) In lieu of a Shelf Registration, and to the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC (the “Staff”), the Company and the Guarantors, at their option, may cause to be filed an Exchange Offer Registration Statement after the Issue Date, covering the offer by the Company and the Guarantors to the Holders to exchange all of the Registrable Securities eligible for inclusion therein for Substitute Securities and to have such Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantors shall use commercially reasonable efforts to cause such Exchange Offer Registration Statement to be declared effective under the 1933 Act. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and shall use commercially reasonable efforts to complete the Exchange Offer by the Effectiveness Date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder, through the common depositary for the Exchange Notes or otherwise, stating in such Prospectus or accompanying documents in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest (but not Additional Interest), but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letter of transmittal, to the institution and at the address specified in the notice prior to the close of business on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Exchange Notes exchanged. As soon as reasonably practicable after the last Exchange Date, the Company shall: (i) accept for exchange Registrable Securities or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate, an Substitute Note equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. The Company and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. Upon the Lenders’ request, the Company and the Guarantors shall inform the Lenders of the names and addresses of the Holders to whom the Exchange Offer is made, and the Lenders shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. If the Company and the Guarantors effect the Exchange Offer, the Company and the Guarantors will, subject to applicable law, be (i) entitled to close the Exchange Offer 20 business days after such commencement (provided that the Company and the Guarantors accept all the Exchange Notes theretofore validly tendered in accordance with the terms of the Exchange Offer) and (ii) required to consummate the Exchange Offer not later than 40 business days after the date on which the Exchange Offer Registration Statement is declared effective. Each Holder participating in the Exchange Offer shall be required, as a condition to participating in such Exchange Offer, to represent to the Company and the Guarantors that (i) it is acquiring the Substitute Notes to be received by such Holder in the ordinary course of its business, (ii) such Holder is not engaged in, and does not intend to engage in, and has no arrangements or understanding with any person to participate in, a distribution (within the meaning of the 0000 Xxx) of the Substitute Notes in violation of the 1933 Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the 1933 Act, of the Company or the Guarantors, and (iv) if such Holder is a broker-dealer registered under the 1934 Act, that it will receive Substitute Notes for its own account in exchange for Exchange Notes that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the 1933 Act (including the prospectus delivery requirements in connection with any resale of such Substitute Notes). As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Substitute Notes shall acknowledge and agree that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery or availability, if applicable, requirements of the 1933 Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Substitute Notes obtained by such Holder in exchange for Registrable Securities acquired by such Holder directly from the Company. (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (cd) A Shelf Registration Statement pursuant to Section 2(a) hereof shall or an Exchange Offer Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep will pay liquidated damages in additional cash interest (“Additional Interest”) on the Exchange Notes eligible for inclusion in the Exchange Offer Registration Statement or such Shelf Registration Statement, as applicable, (1) if the Shelf Registration Statement has not been declared effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons SEC on or prior to the Effectiveness Date; (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as 2) if the Company promptly thereafter complies with the requirements of elects to consummate an Exchange Offer pursuant to Section 3(j2(b) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action hereof and the period during which such Holder’s ability to offer Exchange Offer Registration Statement has not been declared effective by the SEC and sell Registrable Securities is suspended.the Exchange Offer has not been consummated by the Effectiveness Date; or (d3) If at any time after the date hereof the Company proposes to file if a Shelf Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration filed pursuant to Section 2(a) or on Form S-4 or Form S-8 or hereof and declared effective by the SEC ceases to be effective at any successor formtime prior to the earliest of (A) the time when the Registrable Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 under the 1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) one year from the Issue Date, (C) the date on which all Registrable Securities registered thereunder are disposed of in accordance therewith, and (D) the date when no Registrable Securities or Loans are outstanding (each casesuch event referred to in the preceding clauses (1), (2) and (3), a “Registration Default”); from, and including, the date on which any such Registration Default shall occur to, but excluding, the date on which all Registration Defaults have been cured. The rate of the Additional Interest will be $0.05 per week per $1,000 principal amount of such Exchange Note for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional $0.05 per week per $1,000 principal amount with respect to each subsequent 90-day period until all applicable Registration Defaults have been cured, up to a maximum Additional Interest rate of $0.10 per week per $1,000 principal amount. The Company and the Guarantors will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Exchange Notes. Once the Shelf Registration Statement is declared effective (in the case of clause (1) above), the Exchange Offer is consummated (in the case of clause (2) above), or upon the effectiveness of a Shelf Registration Statement that is had ceased to be underwritten on a firm commitment or best efforts basisremain effective (in the case of clause (3) above), then the Company and the Guarantors shall give written notice no longer be required to pay such Additional Interest. The Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at a time. Notwithstanding any other provision of such proposed filing this Section 2(d), the Company and the Guarantors shall not be obligated to pay any Additional Interest in respect of (and no Additional Interest shall accrue during) any suspension period permitted by Section 3(p). (e) Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statementfailure, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must obtain such relief as may be received by the Company not later than 10 business days after receipt by such Holder of required to specifically enforce the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms obligations under Section 2(a) and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (iSection 2(b) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securitieshereof.

Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than 60 days after the date hereof, the Company shall file a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filing. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s 's notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s 's Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s 's obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s 's ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s 's notice, to register any of such Holder’s 's Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “"Adverse Effect”"), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s 's Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities.

Registration Under the 1933 Act. (a) As soon as practicable, but in no event later than On or before 60 days after the date hereof, the Company shall file or shall have filed a Shelf Registration Statement (or an amendment thereto) providing for the sale by the Holders Holder of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filing. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Holders Holder shall no longer hold any Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a the Holder with respect to information relating to such Holder the Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders Holder copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each The Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such the Holder’s Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof shall not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby the Holder not being able temporarily to offer and sell such securities Registrable Securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j3(i) and (j) hereof, if as applicable, and (ii) the Company gives written notice thereof to such Holders the Holder describing in reasonable detail the reasons for and nature of such action and the period during which such the Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of any Person other than the Company or the Person that initiated such registration; and provided, further, that the Company shall not be required to include any Registrable Common Securities in any such Registration Statement under this Section 2(d) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securities.

Registration Under the 1933 Act. (a) As soon as practicableThe Company and the Trust shall prepxxx, but in no event later than 60 days after the date hereof, the Company shall file a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event xxx not later than 90 days following such filingthe date of original issuance of the Trust Preferred Securities, shall use its reasonable best efforts to cause to be filed with the SEC, a Shelf Registration Statement. The Company agrees and the Trust shall use their reasonable best efforts to have the Shelf Registration Statement declared effective by the SEC on or prior to the date that is 180 days after the date of original issuance of the Trust Preferred Securities. The Company and the Trust agree to use its their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any earlier of the expiration of the period referred to in Rule 144(k) under the 1933 Act with respect to the Registrable Securities or two years after the issue date of the Trust Preferred Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company and the Trust further agrees (i) agree to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Trust for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires required by applicable law to include some or all of its Purchased Shares in such Shelf Registration Statementbe included therein, and to use its their reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon thereafter as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to and the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s 's Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (c) A The Shelf Registration Statement filed pursuant to Section 2(a) hereof shall will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a the Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such the Shelf Registration Statement will be deemed not to have become be effective during the period of such interference until the offering of Registrable Securities pursuant to such the Shelf Registration Statement may legally resume. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the requisite period if it takes any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless (i) such action is required by (and is the only course of action available to comply with) applicable law or is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after Upon the date hereof the Company proposes to file occurrence of a Registration Statement with respect Default, Holders will be entitled to an offering of Common Stock receive Additional Distributions as provided in the Amended and Restated Trust Agreement or, if the Trust Preferred Securities have been exchanged for Subordinated Debentures, Additional Interest as provided in the account of Indenture. (e) Without limiting the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to Section 2(a) or on Form S-4 or Form S-8 or any successor form), in each case, that is to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of such proposed filing remedies available to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before Initial Purchasers and the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common SecuritiesHolders, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount which, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account of Trust acknowledge that any Person other than failure by the Company or the Person that initiated such registration; and provided, furtherTrust to comply with any of their respective obligations under Section 2(a) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the Company shall not event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to include any Registrable Common Securities in any such Registration Statement specifically enforce the Company's and the Trust's obligations under this Section 2(d2(a) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securitieshereof.

Registration Under the 1933 Act. (a) As soon as practicableTo the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, but in no event the Company shall use its best efforts (i) to cause to be filed with the SEC within 120 days after the Closing Date an Exchange Offer Registration Statement covering the offer to the Holders to exchange (A) all of the Class A Registrable Certificates for Class A Exchange Certificates, (B) all of the Class B Registrable Certificates for Class B Exchange Certificates and (C) all of the Class C Registrable Certificates for Class C Exchange Certificates, (ii) have the Exchange Offer Registration Statement declared effective within 60 calendar days after the filing thereof with the SEC and (iii) to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use its best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. The Company shall, or shall cause the Trustees to, commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Certificates validly tendered will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be each business day during a period of at least 30 days from the date hereofsuch notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Certificate not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Registration Rights Agreement; (iv) that Holders electing to have a Registrable Certificate exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Certificate, together with the enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and (v) that Holders will be entitled to withdraw their election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Certificates delivered for exchange, and a statement that such Holder is withdrawing his election to have such Certificates exchanged. As soon as practicable after the last Exchange Date, the Company shall file or shall cause the Trustees to: (i) accept for exchange Registrable Certificates or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer; (ii) deliver, or cause to be delivered, to the Class A Trustee for cancellation all Class A Registrable Certificates or portions thereof so accepted for exchange by the Company, and issue, and cause the Class A Trustee to promptly authenticate and mail to each Class A Holder, Class A Exchange Certificates equal in principal amount to the principal amount of the Class A Registrable Certificates surrendered by such Class A Holder; (iii) deliver, or cause to be delivered, to the Class B Trustee for cancellation all Class B Registrable Certificates or portions thereof so accepted for exchange by the Company, and issue, and cause the Class B Trustee to promptly authenticate and mail to each Class B Holder, Class B Exchange Certificates equal in principal amount to the principal amount of the Class B Registrable Certificates surrendered by such Class B Holder; and (iv) deliver, or cause to be delivered, to the Class C Trustee for cancellation all Class C Registrable Certificates or portions thereof so accepted for exchange by the Company, and issue, and cause the Class C Trustee to promptly authenticate and mail to each Class C Holder, Class C Exchange Certificates equal in principal amount to the principal amount of the Class C Registrable Certificates surrendered by such Class C Holder. The Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws, rules and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Placement Agents of the names and addresses of the Holders to whom the Exchange Offer is made, and the Placement Agents shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Certificates in the Exchange Offer. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer Registration Statement is not declared effective with 60 calendar days after the filing thereof with the SEC, (iii) the Exchange Offer is not for any other reason consummated within 30 days of the effectiveness of an Exchange Offer Registration Statement or (iv) the Exchange Offer has been completed and in the opinion of counsel for the Placement Agents a Registration Statement must be filed and a Prospectus must be delivered by the Placement Agents in connection with any offering or sale of Registrable Certificates, the Company shall use its best efforts to cause to be filed as soon as practicable after such determination, date or notice of such opinion of counsel is given to the Company, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities Certificates, and shall to use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 days following such filingby the 180th calendar day after the Closing Date. The Company agrees to use its best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any Registrable Securities for a period of two years after its effective date or such shorter period that will terminate when all of the Registrable Securities Certificates covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder Holder, and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires to include some or all of its Purchased Shares in such Shelf Registration Statement, to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders of Registrable Certificates copies of any such supplement or amendment promptly after its being used or filed with the SEC. (bc) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s 's Registrable Securities in an Underwritten Offering Certificates pursuant to the Shelf Registration Statement. (cd) A Shelf An Exchange Offer Registration Statement pursuant to Section 2(a) hereof shall or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, that if, after it has been declared effective, the offering of Registrable Securities Certificates pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Shelf Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities Certificates pursuant to such Registration Statement may legally resume. The Company In the event that neither the consummation of the Exchange Offer nor the declaration by the SEC of a Shelf Registration to be effective (each a "Registration Event") occurs on or prior to the 210th day after the Closing Date, the interest rate per annum borne by the Certificates shall be deemed not increased by 0.50%, effective from and including such 210th day, to have used its best efforts to keep but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration Statement ceases to be effective at any time during the requisite period if it takes specified by Section 2(b) hereof for more than 60 days, whether or not consecutive, during any action that would result in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that 12-month period, unless the interest rate borne by the Certificates shall be increased by 0.50% per annum from the 61st day of the applicable 12-month period such Shelf Registration Statement ceases to be effective until such time as the Shelf Registration Statement again becomes effective. (ie) such action is required by (and is Without limiting the only course of action remedies available to comply with) applicable law or is taken the Placement Agents and the Holders, the Company acknowledges that any failure by the Company in good faith and for valid business reasons (not including avoidance of the Company’s to comply with its obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Placement Agents or on Form S-4 or Form S-8 or any successor form), in each casethe Holders for which there is no adequate remedy at law, that is it will not be possible to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of measure damages for such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters injuries precisely and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount whichthat, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account event of any Person other than the Company such failure, each Placement Agent or the Person that initiated any Holder may obtain such registration; and provided, further, that the Company shall not relief as may be required to include any Registrable Common Securities in any such Registration Statement specifically enforce the Company's obligations under this Section 2(d2(a) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this and Section 2(d2(b) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securitieshereof.

Registration Under the 1933 Act. (a) As soon as practicableThe Company shall prepare, but in no event later than 60 and not laxxx xxxx 180 days after following the date hereofof original issuance of the Preferred Stock, shall use its reasonable best efforts to cause to be filed with the Company shall file SEC, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and Securities. The Company shall use its reasonable best efforts to cause such have the Shelf Registration Statement to be declared effective by the SEC as soon as thereafter practicable but in any event not later than 90 on or prior to the date that is 210 days following such filingafter the date of original issuance of the Preferred Stock. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Holders shall no longer hold any earlier of the expiration of the period referred to in Rule 144(k) under the 1933 Act with respect to the Registrable Securities or two years after the issue date of the Preferred Stock or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company further agrees (i) to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder and (ii) if the Company receives written notice from any Holder after the date on which such Shelf Registration Statement has become effective that such Holder desires required by applicable law to include some or all of its Purchased Shares in such Shelf Registration Statementbe included therein, and to use its reasonable best efforts to so include such Purchased Shares as promptly as practicable by a post-effective amendment to such Shelf Registration Statement pursuant to Rule 462(b) under the 1933 Act, and, in each such case, to use its best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon thereafter as thereafter practicable. The Company shall give all Holders written notice of such proposed post-effective amendment to the Shelf Registration Statement as soon as practicable (but in any event not less than five business days before the anticipated filing date of such amendment), and such Holders may thereupon include some or all of their Purchased Shares in the Shelf Registration Statement under such post-effective amendment by making a written request therefor to the Company (which request must be received by the Company not later than five business days after receipt by such Holder of the Company’s notice); provided, however, that, if the maximum aggregate offering price of all Purchased Shares requested by all Holders for inclusion in such Shelf Registration pursuant hereto would exceed the limitations imposed by Rule 462(b) under the 1933 Act, the total number of such Purchased Shares to be so included shall be reduced in compliance with such limitations, pro rata based on the ratio that all shares of Common Stock held by each such Holder bears to the total number of shares of Common Stock held by all such Holders. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) If the Registrable Securities include or consist of Preferred Stock, the Company shall set forth in any Shelf Registration Statement, as of the effective date of such Shelf Registration Statement, the Company's intention not to enter into any agreement or other contractual arrangement that would prohibit the Company from paying dividends in shares of Common Stock, as contemplated by the terms of the Preferred Stock. (c) The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting discounts discounts, if any, and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s 's Registrable Securities in an Underwritten Offering pursuant to the Shelf Registration Statement. (cd) A The Shelf Registration Statement filed pursuant to Section 2(a) hereof shall will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a the Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such the Shelf Registration Statement will be deemed not to have become be effective during the period of such interference until the offering of Registrable Securities pursuant to such the Shelf Registration Statement may legally resume. The Company shall . (e) Upon the occurrence of a Registration Default, Holders will be deemed not entitled to have used its best efforts to keep receive Additional Dividends as provided in the Shelf Registration Statement effective during Certificate of Designations or, if the requisite period if it takes any action that would result Preferred Stock has been exchanged for Convertible Debentures, Additional Interest as provided in Holders of Registrable Securities covered thereby not being able temporarily to offer and sell such securities during that period, unless the Indenture. (if) such action is required by (and is Without limiting the only course of action remedies available to comply with) applicable law or is taken the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company in good faith and for valid business reasons (not including avoidance of the Company’s to comply with its obligations hereunder), including the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 3(j) hereof, if applicable, and (ii) the Company gives written notice thereof to such Holders describing in reasonable detail the reasons for and nature of such action and the period during which such Holder’s ability to offer and sell Registrable Securities is suspended. (d) If at any time after the date hereof the Company proposes to file a Registration Statement with respect to an offering of Common Stock for the account of the Company or any Person other than a Holder of Registrable Common Securities (except a registration pursuant to under Section 2(a) hereof may result in material irreparable injury to the Initial Purchasers or on Form S-4 or Form S-8 or any successor form), in each casethe Holders for which there is no adequate remedy at law, that is it will not be possible to be underwritten on a firm commitment or best efforts basis, then the Company shall give written notice of measure damages for such proposed filing to the Holders of Registrable Common Securities as soon as practicable (but in any event not less than 20 business days before the anticipated filing date of such registration), describing in reasonable detail the proposed registration (including, to the extent practicable, the number of securities proposed to be registered, the proposed date of filing of such Registration Statement, any proposed means of distribution, any proposed managing underwriters injuries precisely and a good faith estimate of the proposed range of offering prices), and shall offer such Holders the opportunity to register such number of Registrable Common Securities as each such Holder may request. Upon the written request of any Holder, which must be received by the Company not later than 10 business days after receipt by such Holder of the Company’s notice, to register any of such Holder’s Registrable Common Securities, the Company will use its reasonable best efforts to cause such Registrable Common Securities to be included in such Registration Statement proposed to be filed by the Company on the same terms and conditions as the Common Stock being registered; provided, however, that if the managing underwriters for the offering advise the Company in writing that the inclusion of such Registrable Common Securities would adversely affect the price or success of the offering (an “Adverse Effect”), and the Company notifies the Holder thereof in writing of such advice, then (i) the number of Registrable Common Securities to be included in such Registration Statement shall be reduced to an amount whichthat, in the judgment of such managing underwriters, would eliminate such Adverse Effect or (ii) if no such reduction would, in the judgment of such managing underwriters, eliminate such Adverse Effect, then the Company shall have the right to exclude all such Registrable Common Securities from such Registration Statement provided no other securities are included for the account event of any Person other than such failure, the Company Initial Purchasers or the Person that initiated any Holder may obtain such registration; and provided, further, that the Company shall not relief as may be required to include any Registrable Common Securities in any such Registration Statement specifically enforce the Company's obligations under this Section 2(d2(a) unless the Holder thereof furnishes to the Company such information about such Holder as the Company reasonably requests for inclusion in or in connection with such Registration Statement. Any partial reduction in the number of Registrable Common Securities to be included in such Registration Statement pursuant hereto shall be effected pro rata based on the ratio that any Holder’s Registrable Common Securities bears to the total number of Registrable Common Securities requested to be included in such Registration Statement. Any Holder of Registrable Common Securities shall have the right to withdraw its request for inclusion of such securities in any such Registration Statement pursuant to this Section 2(d) by giving written notice to the Company of its request to withdraw prior to the earlier of the execution of any underwriting agreement or custody agreement with respect to such registration, and such withdrawal shall be irrevocable. The Company shall have the right to postpone, suspend or withdraw any registration pursuant to this Section 2(d) without obligation to any Holder of Registrable Common Securitieshereof.