Common use of Restrictions on Holders Clause in Contracts

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact of the kind described in Section 6(c)(iii)(D) or (E) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATERecommencement Date", with each ). Any such period of time from the date of such Suspension Notice until the Recommencement Date being is referred to herein as a "Black Out Suspension Period")." Upon issuing a Suspension Notice, the Issuer shall promptly prepare and file such additional or supplemental fillings to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Bonds or purchasers of Bonds, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Holder receiving a Suspension Notice hereby agrees that it will either (ix) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company Issuer with more recently dated Prospectuses or (iiy) deliver to the Company Issuer (at the Company's Issuer' expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice after commencement but before completion to the date of the Exchange Offer, then the Exchange Offer will be suspended immediately until delivery of the Recommencement Date. On the Recommencement DateThere shall be no more than three Suspension Periods in any 12-month period, the Exchange Offer will recommence aggregate number of days of such Suspension Periods shall not exceed 90 days in such 12-month period and will remain no Suspension Period shall exceed 60 days. The Issuer shall be deemed not to have used commercially reasonable efforts to keep any Registration Statement effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the requisite period the Company if it voluntarily takes any action (other than an action permitted by this Section 6(d)) that would result in Holders of Bonds covered thereby not being able to offer and sell such Bonds during that period, unless such action is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofrequired by applicable law.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security and each Affiliated Market Maker agrees that, upon receipt of the notice referred to in Section 6(c)(iii)(C5(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D5(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder Person will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder Person has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv5(c)(iv) hereof, or (ii) such Holder Person is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period"). Each Holder Person receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's Person's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's Person's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a ----------------------- Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of ----------------- Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period-------------- Date"). Each Holder receiving a Suspension Notice hereby agrees that it will ---- either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If Furthermore, the Company issues and the Guarantors may allow the Shelf Registration Statement and the related Prospectus to cease to become effective and usable if the Company is in possession of material non-public information relating to a Suspension Notice after commencement but before completion proposed financing, recapitalization, acquisition, business combination or other material transaction involving the Company or the Guarantors which the board of directors of the Exchange Offer, then Company determines in good faith would require disclosure in the Exchange Offer will be suspended immediately until Shelf Registration Statement by the Recommencement DateCompany of such material non-public information for which the Company has a bona fide business purpose for not disclosing and disclosure of such information is not otherwise required by law; provided (i) that the Company notifies the Holders within two business days after such board of directors makes such decision (a "Transaction-Related Suspension Notice") and (ii) that ------------------------------------- the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions shall last no longer than 30 days in any 12-month period. On The time period regarding the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods effectiveness of such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice or Transaction-Related Suspension Notice, as applicable, to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof; however, no such extension shall be taken into account in determining whether liquidated damages shall accrue are due pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period amount of such liquidated damages, it being agreed that the Company is seeking Company's option to suspend use of a no-action letter or other favorable decision Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 6(a)(i) hereof5.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of (x) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or (in each casey) its good faith determination that the Company had a valid business reason, including that the continued effectiveness of the Registration Statement and use of the Prospectus would require disclosure of confidential information related to a "SUSPENSION NOTICE")material acquisition or divestiture of assets or a material corporate transaction or event, to suspend the use of the Prospectus, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xiv) hereof, or (ii) such Holder until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed (resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period")Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that have been replaced If so directed by the Company with more recently dated Prospectuses or (ii) Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such Holder's possession possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the Suspension Notice. If event the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Dateshall give any such notice, the Exchange Offer will recommence and will remain effective for time period regarding the periods effectiveness of such Registration Statement set forth in Section 3(b3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Liquidated Damages shall accrue pursuant to Section 5 hereof or the amount of such Liquidated Damages, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions a Registration Default for purposes of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact or the occurrence or happening of any event of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company with more recently dated Prospectuses Prospectuses, or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then The 180-day period referred to in Section 3(c) during which the Exchange Offer will Registration Statement is required (subject to such shorter period referred to in Section 3(c)) to be suspended immediately until effective and usable or the two year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required (subject to such shorter period referred to in Section 4(a)) to be effective and usable shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to but not including the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by Holder's acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) or 6(c)(i) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out PeriodDate"). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date and, provided that the Company uses its reasonable best efforts to file and have declared effective (if an amendment) as if soon as practicable an amendment or supplement to the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereofShelf Registration Statement, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant shall be deemed to Section 6(a)(i) hereofhave used its reasonable best efforts to keep the Shelf Registration Statement effective during such period of suspension.

Restrictions on Holders. Each Holder agrees by Holder's acquisition of a Transfer Restricted Security constitutes such Holder's agreement that, upon receipt of the notice referred to in Section 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", Recommencement Date" with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Blackout Period"). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages Additional Interest shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Blackout Period or during the period the Company is seeking a no-action letter or other favorable decision from the Commission pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE")hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until (i) such Holder has received Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xvi) hereof, or (ii) such Holder until it is advised in writing (the "ADVICE") by the Company that the use of the Prospectus may be resumed (resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period")Prospectus. Each Holder receiving a Suspension Notice notice of a suspension pursuant to the proviso set forth in the first paragraph of Section 5 hereof hereby (it being understood that such notice may disclose only the existence of the fact or event and need not disclose the nature of the fact or event, which may be kept confidential for such period as may reasonably be required for bona fide business reasons) agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) if so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, copies then in such Holder's possession possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the Suspension Notice. If event the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Dateshall give any such notice, the Exchange Offer will recommence and will remain effective for time period regarding the periods effectiveness of such Shelf Registration Statement set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 4 hereof, no liquidated damages shall accrue be extended by the number of days during the period from and including the date of delivery of such notice pursuant to clauses (ivSection 6(c)(iii)(D) hereof to and (vincluding the date when each selling Holder covered by such Shelf Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) of hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof during any Black Out Period or during the period amount of such Additional Interest, it being agreed that the Company is seeking Company's option to suspend use of a no-action letter or other favorable decision Shelf Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 6(a)(i) hereof5.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 4(c) or Section 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out PeriodDate"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company Issuers with more recently dated Prospectuses or (ii) deliver to the Company Issuers (at the Company's Issuers' expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice after commencement but before completion to the date of the Exchange Offer, then the Exchange Offer will be suspended immediately until delivery of the Recommencement Date. On No holder may participate in any underwritten registration under the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(bAgreement unless such Holder (a) as if the Exchange Offer had commenced agrees to sell such Holder's Transfer Restricted Securities on the Recommencement Date. Notwithstanding basis provided in any underwriting arrangements approved by the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant Persons entitled under this Agreement to clauses (iv) approve such arrangements and (vb) completes and executes all reasonable questionnaires, powers of Section 5 hereof during attorneys, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. The Issuers shall ensure that any Black Out Period Additional Dividend Notes issued with respect to securities that are not Transfer Restricted Securities are also not Transfer Restricted Securities when issued, whether through the maintenance of an effective Shelf Registration Statement or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofotherwise.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 4(c) or Section 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company Issuers with more recently dated Prospectuses or (ii) deliver to the Company Issuers (at the Company's Issuers’ expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice after commencement but before completion to the date of the Exchange Offer, then the Exchange Offer will be suspended immediately until delivery of the Recommencement Date. On No Holder may participate in any underwritten registration under the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(bAgreement unless such Holder (a) as if the Exchange Offer had commenced agrees to sell such Holder’s Transfer Restricted Securities on the Recommencement Date. Notwithstanding basis provided in any underwriting arrangements approved by the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant Persons entitled under this Agreement to clauses (iv) approve such arrangements and (vb) completes and executes all reasonable questionnaires, powers of Section 5 hereof during attorneys, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. The Issuers shall ensure that any Black Out Period Additional Dividend Notes issued with respect to securities that are not Transfer Restricted Securities are also not Transfer Restricted Securities when issued, whether through the maintenance of an effective Shelf Registration Statement or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofotherwise.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security Share that, upon receipt of the notice referred to in Section 6(c)(iii)(C5(a)(iv)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D5(a)(iv)(D) hereof (in each case, a "SUSPENSION NOTICESuspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities Shares pursuant to the applicable Shelf Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof5(a)(v), or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATERecommencement Date"); provided, with each such period however, that any Suspension Period occurring as a result of time -------- ------- notice from the Company of the existence of any fact of the kind described in Section 5(a)(iv)(D) shall not exceed, for so long as this Agreement is in effect, the shorter of (x) the period ending on the date the information responsible for the Suspension Notice until Period is disclosed to the Recommencement Date being referred to herein as a "Black Out Period"public and (y) 60 days (provided that no two Suspension Periods shall occur during any period -------- of 135 consecutive days). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities Shares that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods Shelf Registration Statement set forth in Section 3(b) as if 3, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or (iii) commencement of a Blackout Period (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company Issuer with more recently dated Prospectuses or (ii) deliver to the Company Issuer (at the Company's Issuer’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date. Notwithstanding anything to the provisions contrary in this Agreement, the Issuer, upon notice to the Holders of Section 5 hereofTransfer Restricted Securities that the applicable Registration Statement is unusable pending a material development (but not for the purpose of avoiding its obligations under this Agreement in a manner contrary to the intent of the Agreement), no liquidated damages may suspend the use of the Prospectus included in any Registration Statement for a period of time (the “Blackout Period”) not to exceed an aggregate of 60 days in any twelve month period; provided, that, upon the termination of such Blackout Period, the Issuer promptly shall accrue pursuant to clauses (iv) and (v) notify the Holders of Section 5 hereof during any Black Out Transfer Restricted Securities that such Blackout Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofhas been terminated.

Restrictions on Holders. Each Holder agrees by Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof or of any applicable Blackout Period (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement and Prospectus until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and if applicable, has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company Issuers of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuers that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company Issuers with more recently dated Prospectuses Prospectuses, or (ii) deliver to the Company Issuers (at the Company's Issuers’ expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until to the Recommencement Date. On Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the Recommencement Datefact that it has received any Suspension Notice, and any communication from the Exchange Offer will recommence and will remain effective for Issuers to the periods set forth Holder relating to an event giving rise to a Suspension Notice, in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofconfidence.

Restrictions on Holders. Each Holder agrees by Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", “Recommencement Date” with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out “Blackout Period"”). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s and the Guarantors’ expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Blackout Period or during the period the Company is seeking a no-action letter or other favorable decision from the Commission pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition (i) Subject to the provisions of this Section 4(b), following the effectiveness of a Transfer Restricted Security thatRegistration Statement, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of may direct the existence of any fact of the kind described Holders and RBL Holders, in accordance with Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"4(b)(ii), such Holder will forthwith discontinue disposition to suspend sales of Transfer Restricted Registrable Securities pursuant to the applicable such Registration Statement until and the use of any Prospectus or preliminary Prospectus contained therein for such times as the Company reasonably may determine are necessary and advisable (but in no event, for more than an aggregate of ninety (90) days in any consecutive twelve-month period commencing on the date hereof or more than sixty (60) days in any consecutive ninety (90)-day period, except as a result of a review of any post-effective amendment by the Commission prior to declaring any post-effective amendment to the Registration Statement effective, provided that the Company has used its commercially reasonable efforts to cause such post-effective amendment to be declared effective), if any of the following events shall occur: (1) the majority of the Company’s board of directors shall have determined in good faith that (a) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, consolidation, business combination, disposition, tender offer, corporate reorganization or other significant transaction involving the Company, (b) upon the advice of counsel, the sale of Registrable Securities pursuant to such Registration Statement would require disclosure of nonpublic material information not otherwise required to be disclosed under applicable laws and (c) (i) the Company has a bona fide business purpose for preserving the confidentiality of such Holder has received copies of transaction, (ii) disclosure would have a material adverse effect on the supplemented Company or amended Prospectus contemplated by Section 6(c)(ivthe Company’s ability to consummate such transaction or (iii) hereofthe proposed transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable, or (ii2) the majority of the Company’s board of directors shall have determined in good faith that it is required by law, rule or regulation or Commission-published release or interpretation to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement, including for the purpose of (a) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act, (b) reflecting in the Prospectus any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein, or (c) including in the Prospectus any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such Holder is advised in writing by information. Upon the occurrence of any such suspension, the Company that shall use commercially reasonable efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Prospectus may be resumed (in each case, the "RECOMMENCEMENT DATE", Registration Statement compatible with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies’s best interests, other than permanent file copiesas applicable, then in such Holder's possession so as to permit the Holders to resume sales of the Prospectus covering such Transfer Restricted Registrable Securities that was current at the time of receipt of the Suspension Notice. If the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofsoon as possible.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the Recommencement Date; provided, however, notwithstanding anything else in this Agreement to the contrary, nothing shall delay or otherwise effect the Consummation Deadline with respect to the Exchange Offer had commenced on Registration Statement and commencing and Consummating the Recommencement DateExchange Offer as provided in Section 3. Notwithstanding Each Holder, by acquisition of a Transfer Restricted Security, further agrees to hold the provisions of Section 5 hereoffact that it has received any Suspension Notice, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period communication from the Company is seeking to the Holder relating to an event giving rise to a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereofSuspension Notice, in confidence.

Restrictions on Holders. Each Holder agrees by Holder’s acquisition of a Transfer Restricted Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in Section 6(c)(iii)(C6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D6(d)(i)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(d)(ii) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", “Recommencement Date” with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein hereing as a "Black Out “Blackout Period"”). Each Holder receiving a Suspension Notice hereby agrees that it will shall be required to either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If The time period regarding the Company issues a Suspension Notice after commencement but before completion effectiveness of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods such Registration Statement set forth in Section 3(b) 3 or 4 hereof, as if applicable, shall be extended by a number of days equal to the Exchange Offer had commenced on number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages Liquidated Damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Blackout Period or during the period the Company is seeking a no-action letter or other favorable decision from the Commission pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period"). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If the Company issues a Suspension Notice after commencement but commencement, before completion completion, of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Company Issuer of the existence of any fact or the occurrence or happening of any event of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE"“Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company Issuer that the use of the Prospectus may be resumed resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the “Recommencement Date being referred to herein as a "Black Out Period"Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company Issuer with more recently dated Prospectuses Prospectuses, or (ii) deliver to the Company Issuer (at the Company's Issuer’s expense) all copies, other than permanent file copies, then in such Holder's ’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. If the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then The 180-day period referred to in Section 3(c) during which the Exchange Offer will Registration Statement is required (subject to such shorter period referred to in Section 3(c)) to be suspended immediately until effective and usable or the one year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required (subject to such shorter period referred to in Section 4(a)) to be effective and usable shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to but not including the Recommencement Date. On the Recommencement Date, the Exchange Offer will recommence and will remain effective for the periods set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 hereof, no liquidated damages shall accrue pursuant to clauses (iv) and (v) of Section 5 hereof during any Black Out Period or during the period the Company is seeking a no-action letter or other favorable decision pursuant to Section 6(a)(i) hereof.

Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "SUSPENSION NOTICE")hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Shelf Registration Statement until (i) such Holder has received Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv6(c)(xvi) hereof, or (ii) such Holder until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed (resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in each case, the "RECOMMENCEMENT DATE", with each such period of time from the Suspension Notice until the Recommencement Date being referred to herein as a "Black Out Period")Prospectus. Each Holder receiving a Suspension Notice notice of a suspension pursuant to the proviso set forth in the first paragraph of Section 5 hereof hereby (it being understood that such notice may disclose only the existence of the fact or event and need not disclose the nature of the fact or event, which may be kept confidential for such period as may reasonably be required for bona fide business reasons) agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's ’s possession that which have been replaced by the Company with more recently dated Prospectuses or (ii) if so directed by the Company, each Holder will deliver to the Company (at the Company's ’s expense) all copies, other than permanent file copies, copies then in such Holder's possession ’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the Suspension Notice. If event the Company issues a Suspension Notice after commencement but before completion of the Exchange Offer, then the Exchange Offer will be suspended immediately until the Recommencement Date. On the Recommencement Dateshall give any such notice, the Exchange Offer will recommence and will remain effective for time period regarding the periods effectiveness of such Shelf Registration Statement set forth in Section 3(b) as if the Exchange Offer had commenced on the Recommencement Date. Notwithstanding the provisions of Section 5 4 hereof, no liquidated damages shall accrue be extended by the number of days during the period from and including the date of delivery of such notice pursuant to clauses (ivSection 6(c)(iii)(D) hereof to and (vincluding the date when each selling Holder covered by such Shelf Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) of hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof during any Black Out Period or during the period amount of such Additional Interest, it being agreed that the Company is seeking Company’s option to suspend use of a no-action letter or other favorable decision Shelf Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 6(a)(i) hereof5.