Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Subject to Section 2.14, the Company shall prepare and file or cause not later than fourteen (14) months after the consummation date of the IPO, a “shelf” registration statement with respect to be prepared and filed with the SEC, as soon as practicable but in any event resale of the Registrable Securities (“Resale Shelf Registration”) by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "the “Resale Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly as is reasonably practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Datefiling thereof, and, subject to Sections 2.4(d) and 2.14, to keep the Initial such Resale Shelf Registration Statement (or any Subsequent continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodStatement are no longer Registrable Securities. At the time the Initial Resale Shelf Registration Statement is declared effective, each Holder that became has delivered a duly completed and executed Notice Holder and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Resale Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. None If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days Any time after the Issue DateLock-up Period when the Company is eligible to use a short form registration statement under the Securities Act in connection with a secondary public offering of its equity securities, a Registration Statement for an offering to be made on a delayed or continuous basis the Majority Stockholders may request that the Company register under the Securities Act pursuant to Rule 415 of promulgated under the Securities Act (a "“Shelf Registration Statement"Registration”) registering the resale from time sale of Registrable Securities owned by such Stockholders (“Shelf Registered Securities”). The Company shall give written notice of such request to time by Holders thereof of all of the Registrable Securities (Stockholders as promptly as reasonably practicable but in no event later than ten days before the "Initial anticipated filing date of the registration statement relating to such Shelf Registration Statement"). The Initial Registration, and such notice shall describe the proposed Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration Registration, the intended method of disposition of such Registrable Securities for resale by and any other information that at the time would be appropriate to include in such Holders notice, and offer such Stockholders the opportunity to register the number of Registrable Securities as each such Stockholder may request in accordance with writing to the methods Company, given within ten days after their receipt from the Company of distribution elected by the Holders and set forth in the Initial written notice of such Shelf Registration. The “Plan of Distribution” section of such Shelf Registration Statementshall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, hedging transactions, distributions to stockholders, partners or members of such Stockholders and sales not involving a public offering. The With respect to each Shelf Registration, the Company shall (i) as promptly as reasonably practicable after the written request of the Majority Stockholders, file a Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Shelf such Registration Statement to be declared effective under within 60 days after it receives a request therefor, and remain effective until there are no longer any Shelf Registered Securities. Upon written request made from time to time by holders of a majority of Shelf Registered Securities (the “Shelf Requesting Holder”), which request shall specify the amount of such Shelf Requesting Holder’s Shelf Registered Securities Act as promptly as is practicable but to be sold (the “Requested Shelf Registered Securities”), the Company shall use its commercially reasonable efforts to cause the sale of such Requested Shelf Registered Securities to be in any event the form of a firm commitment underwritten public offering (unless otherwise consented to by the Shelf Requesting Holder) if the anticipated aggregate offering price (calculated based upon the market price of the Registrable Securities on the date of such written request and including any Registrable Securities subject to any applicable over-allotment option) to the public equals or exceeds $10,000,000.00 (the "Effectiveness Deadline Date") that is one hundred eighty (180) days including causing to be produced and filed any necessary Prospectuses or Prospectus supplements with respect to such offering). The Company shall give written notice of such request to all other holders of Shelf Registered Securities no later than two Business Days after the Issue DateCompany receives such request from the Shelf Requesting Holder and, and subject to keep Section 2(g), include in such offering all Shelf Registered Securities as may be requested by such holders of Shelf Registered Securities for inclusion in such offering from whom the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became Company has received a Notice Holder on or prior to the date ten (10) written request for inclusion therein within two Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None after receipt of the Company's security holders ’s notice. The managing underwriter or underwriters selected for such offering shall be selected by the Shelf Requesting Holder and shall be reasonably acceptable to the Company. Notwithstanding the foregoing, in connection with any offering of Requested Shelf Registered Securities involving an underwritten public offering that occurs or is scheduled to occur within 30 days of a proposed registered underwritten public offering of equity securities for the Company’s own account (other than a “Contemporaneous Company Offering”), the Holders Company shall not be required to cause such offering of Registrable SecuritiesRequested Shelf Registered Securities to take the form of an underwritten public offering but shall instead offer the Shelf Requesting Holder the ability to include its Requested Shelf Registered Securities in the Contemporaneous Company Offering. No Shelf Registration pursuant to this paragraph (c) shall have the right be deemed a Demand Registration pursuant to include any of the Company's securities in the Shelf Registration StatementSection 2(a).

Shelf Registration. (a) The Company Issuer shall prepare and as reasonably promptly as practicable file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement covering all of the Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of (the Securities Act (a "“Shelf Registration” and such Registration Statement") registering , the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration StatementStatement or any Subsequent Shelf Registration Statement (as defined below). The Company Issuer shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is two years from the time Issue Date, or (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration Statement (the related Prospectus “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to deliver the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such Prospectus action is required by applicable law; provided, however, that the Effectiveness Period shall be extended for the number of days of any such Shelf Suspension Period exercised by the Issuer. In the event that the Issuer is required to purchasers file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the sale of all Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right eligible to include any of the Company's securities in the be sold under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Issuer will no longer be required to file, have declared effective or continue the effectiveness of the Initial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company under Section 3(i) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw under ordinary circumstances, subject to compliance with blue sky laws. None of the Company's security holders securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SECCommission, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) calendar days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one one-hundred and eighty (180) calendar days after the Issue Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice an Election Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None No Holder that is not an Election Holder shall be entitled to be named as a selling securityholder in or have the Registrable Securities held by it covered in a Shelf Registration Statement. The Company shall use its reasonable best efforts to ensure that none of the Company's security holders ’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) that is 120 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, reasonably approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement registering the resale from time to time by Holders thereof of all of the Registrable Securities. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) 270 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) that is five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. Promptly upon the Request of the Holders (a) The but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall prepare use its reasonable best efforts to promptly process, file and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date become effective a Registration Statement on Form S-3 (the "Filing Deadline DateShelf") ninety (90) days after the Issue Date, a Registration Statement for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement"or any similar rule that may be adopted by the SEC) registering and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the resale from time to time by Holders thereof of all date of the Registrable Securities initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf Registration Statementuntil the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall agrees to use its reasonable best efforts to cause keep the Initial Shelf Registration Statement continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to be declared effective resell Registrable Securities under the Securities Act as promptly as is practicable but in any event by Shelf . Notwithstanding the date foregoing, (A) from the "Effectiveness Deadline Date") that is one hundred eighty (180) days after Closing and until the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent effectiveness of a Shelf Registration Statement) continuously effective under , Wyndham may delay the Securities Act until the expiration filing of the Effectiveness Period. At the time the Initial a Shelf Registration Statement is declared effectiveStatement, or (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that became a Notice Holder on or prior it will not effect any sales of the Registrable Securities pursuant to the date ten (10Shelf Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) Business Days prior to such time of effectiveness shall be named as a selling securityholder in addition to the Initial Shelf Registration Statement and registration rights granted pursuant to the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers other provisions of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementthis Section 2.

Shelf Registration. (ai) The Company shall prepare and agrees to use reasonable commercial efforts to file or cause to be prepared and filed with under the SEC, Act as soon promptly as practicable after the time that the Company becomes eligible to file registration statements on Form S-3 under the Act but in any event by within 15 months after the date Firm Closing Date (the "Shelf Registration Filing Deadline Date") ninety (90) days after the Issue Date, a Shelf Registration Statement providing for an offering to be made the registration of, and the sale on a continuous or delayed or continuous basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 of under the Securities Act (a "or any similar rule that may be adopted by the Commission. If the Company is not eligible to file registration statements on Form S-3 under the Act before the Shelf Registration Statement") registering Filing Date, then the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Company shall file a Shelf Registration Statement shall be on Form S-3 or another appropriate whatever form permitting registration of such Registrable Securities is then available for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementCompany to use. The Company shall agrees to use its reasonable best commercial efforts to cause the Initial Shelf Registration Statement to become or be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) within 120 days after the Issue Date, Shelf Registration Filing Date and to keep the Initial such Shelf Registration Statement continuously effective until the earliest of (or any Subsequent i) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, (ii) continuously effective the date on which all Registrable Securities have been sold pursuant to Rule 144 under the Act, (iii) such time as there are no longer any Registrable Securities Act until outstanding and (iv) the expiration second anniversary of the Effectiveness Closing Date (plus, in each case, the number of days in any Suspension Period. At ); provided, however, that upon the time occurrence of any event or the Initial discovery of any facts as contemplated by Section 3(f)(iv) hereof, the Company shall not be obligated to keep the Shelf Registration Statement effective or to permit the use of any Prospectus forming a part of the Shelf Registration Statement if the Company promptly thereafter complies with the requirements of Section 3(k) hereof; provided, further, that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities for such reason shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default shall occur and Additional Amounts shall accrue as set forth in Section 2.4(A)(v) hereof); any such period during which the Company is so excused from keeping the Shelf Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a "Suspension Period"; a Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Shelf Registration Statement is declared effectiveno longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, each Holder that became a Notice Holder stating the reason therefor, and shall end on or prior the earlier to occur of the date ten (10) Business Days prior to such time on which each seller of effectiveness shall be named as a selling securityholder in Registrable Securities covered by the Initial Shelf Registration Statement and either receives the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None copies of the Company's security holders (other than supplemented or amended Prospectus or is advised in writing by the Holders of Registrable Securities) shall have the right to include any Company that use of the Company's securities in the Shelf Registration StatementProspectus may be resumed.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"Deadline”) ninety (90) 90 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial a “Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. Each Shelf Registration Statement that is filed on Form S-3 shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"Deadline”) that is one hundred eighty (180) 180 days after the Issue Date, and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior within 20 days of receiving notice from the Company pursuant to Section 3(c) below of the date ten (10) Business Days prior to such time filing of effectiveness the Shelf Registration Statement shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable SecuritiesHolders) shall have the right to include any of the Company's ’s securities in the a Shelf Registration Statement.

Shelf Registration. (a) The On or before the expiration of the Lockup Period (the “Shelf Date”), so long as the Company is eligible to do so, the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale Act, as such rule may be amended from time to time time, or any similar rule or regulation hereafter adopted by Holders thereof the SEC, of all of the Registrable Securities Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (the "Initial or any comparable or successor form or forms then in effect) (an “Existing Shelf Registration Statement")”) as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”) that covers resale of the Registrable Securities; provided, further, that for the avoidance of doubt, the existence of an Existing Shelf Registration Statement shall not have any effect on the restrictions set forth in Section 3.03. The Initial Shelf Registration Statement shall be on Form S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of such Registrable Securities for resale by such Holders in accordance filing of the Shelf Registration Statement with the methods of distribution elected SEC, such Shelf Registration Statement shall be designated by the Holders and set forth Company as an automatic shelf registration statement (as defined in Rule 405 under the Initial Shelf Registration StatementSecurities Act). The Company shall use its commercially reasonable best efforts to cause keep the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of Investor no longer holds any Registrable Securities. If the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivenot on Form S-3ASR, each Holder that became a Notice Holder on or prior the Company shall use commercially reasonable efforts to cause the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and to become effective, as promptly as practicable, but in no event later than one hundred twenty (120) days following the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers filing of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. To the extent the Company is eligible, KKR may make a written request that the Company file a shelf registration statement (aa “Shelf Registration Statement”) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of promulgated under the Securities Act (a "“Shelf Registration Statement"Registration”) registering the resale from time and undertake any related qualification or compliance, with respect to time by Holders thereof of all or part of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementShares. The Company shall as soon as practicable, use its reasonable best efforts to cause the Initial file such Shelf Registration Statement to be declared effective under the Securities Act as promptly as is at the earliest practicable date, but in any event by the date not later than forty-five (the "Effectiveness Deadline Date") that is one hundred eighty (18045) days after the Issue DateShelf Registration is requested, and use its reasonable best efforts to have such Shelf Registration Statement thereafter become effective with the Commission at the earliest practicable date. The Company agrees to use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent continuously effective for the period beginning on the date on which the Shelf Registration Statement) continuously Statement becomes effective under the Securities Act until the expiration earlier to occur of (i) three years thereafter (plus a number of Business Days equal to the Effectiveness Period. At number of Business Days, if any, that the time the Initial Shelf Registration Statement is declared effectivenot kept effective after the initial date of its effectiveness, each Holder that became a Notice Holder on or prior subject to applicable law), (ii) the day after the date ten (10) Business Days prior to such time on which all of effectiveness shall be named as a selling securityholder in the Initial Registrable Shares covered by the Shelf Registration Statement has been sold pursuant to the Shelf Registration Statement or another registration statement and (iii) the first date on which there shall cease to be any Registrable Shares covered by such Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any other rules and regulations thereunder for Shelf Registration, and the related Prospectus Company agrees to furnish to KKR copies of any such supplement or amendment promptly after its being issued or filed with the Commission. No registration request pursuant to this Section 2.1(f) shall be deemed a Registration Demand. If at the time a request for a Shelf Registration is made under this Section 2.1(f), the Company is a “well-known seasoned issuer” (as defined in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None Rule 405 of the Securities Act), then the Company's security holders (other than the Holders of Registrable Securities’s obligation to file a registration statement under this Section 2.1(f) shall have be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to which KKR shall be entitled to dispose of all its Registrable Shares that it has requested to register. Notwithstanding anything to the right contrary herein, at any time that a Shelf Registration Statement registering Registrable Shares shall be effective, KKR shall be permitted to include any effect an unlimited number of the Company's securities in non-underwritten offerings or non-underwritten shelf-take-downs off the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare In addition to the Demand Registrations and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by commencing the date (on which the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering Company becomes eligible to be made register securities issued by it on a delayed Form S-3 or continuous basis any similar short-form registration, holders of at least 1,750,000 units/shares of Registrable Securities upon the completion of the initial Public Offering of the Company’s common equity, shall be entitled to request that the Company file a shelf registration statement with respect to all or part of their Registrable Securities pursuant to Rule 415 of under the Securities Act (a "the “Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"Registration”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause have the Initial Shelf Registration Statement declared effective as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration effective and updated, from the date such Shelf Registration is declared effective until the earliest to occur of (a) such time as all of the Registrable Securities registered thereunder shall cease to be declared effective Registrable Securities, (b) such time as such Registrable Securities may be sold without restrictive legend under the applicable provisions of Rule 144 promulgated under the Securities Act Act, (c) such time as promptly the holder requesting the Shelf Registration beneficially owns less than one percent (1%) of the issued and outstanding equity securities of the Company, and (d) three (3) years from the date such Shelf Registration is declared effective (such period, the “Shelf Registration Effectiveness Period”). The Company shall supplement or amend, if necessary, the Shelf Registration, as is practicable but in any event required by the date (instructions applicable to such registration form or by the "Effectiveness Deadline Date") that is one hundred eighty (180) days after Securities Act or as reasonably requested by the Issue Date, and to keep the Initial Shelf Registration Statement holders of (or any Subsequent underwriter for) not less than 51% of the Registrable Securities registered thereunder and the Company shall furnish to the holders of the Registrable Securities to which the Shelf Registration Statementrelates copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Company shall pay all Registration Expenses in connection with the Shelf Registration, whether or not it becomes effective, and whether all, none or some of the Registrable Securities are sold pursuant to the Shelf Registration. A Shelf Registration pursuant to this Section 2.7 shall not be deemed to have been effected (i) continuously unless a Shelf Registration has become effective under and remained effective in compliance with the provisions of the Securities Act until with respect to the expiration disposition of all Registrable Securities covered thereby and for the Shelf Registration Effectiveness Period or (ii) if after it has become effective, the Shelf Registration is interfered with by any stop order, injunction or other order or requirement of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on Commission or prior other governmental agency or court for any reason not attributable to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers holders of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementand has not thereafter become effective.

Shelf Registration. (a) The Company shall prepare and as promptly as practicable file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, Commissions a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of Rules covering all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting permit registration of such Registrable Securities for resale in the United States and Canada by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement. The Shelf Registration Statement may be filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System jointly administered by the Commissions, provided, however, that if for any reason a Shelf Registration Statement filed pursuant to the rules established under the Securities Laws governing the Multi-jurisdictional Disclosure System will not permit the sale of the Registrable Securities in the United States, the Company shall be required to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities. The Company shall use its all reasonable best efforts to cause the Initial initial Shelf Registration Statement to be declared effective by the relevant Commissions under the Securities Act as promptly as is practicable but in any event Laws by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days 30th day after the Issue Date, consummation of the merger contemplated by the Merger Agreement and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration first anniversary of its effective date, subject to extension pursuant to clause (d) of this Section 3 or the last paragraph of Section 5 hereof (the "Effectiveness Period. At "), or such shorter period ending when (i) all Registrable Securities covered by the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been sold in the Initial manner set forth and as contemplated in the initial Shelf Registration Statement and or (ii) a Subsequent Shelf Registration Statement covering all of the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of has been declared effective under the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementSecurities Laws.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and shall comply in all material respects with the requirements of Form S-3 or other appropriate form and the requirements of Regulations S-T under the Securities Act. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by no later than the date (the "Effectiveness Deadline Date") that is one one-hundred and eighty (180) days after the Issue Date, and to keep keep, subject to Section 3(h) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became becomes a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders law (other than the Holders of Registrable Securities) laws not generally applicable to all such Holders). No Holder that is not a Notice Holder shall be entitled to be named as a selling securityholder, or have the right to include any of the Company's securities Registrable Securities held by it covered, in the a Shelf Registration Statement.

Shelf Registration. (a) The Company Contango shall use its commercially reasonable efforts to prepare and file an initial Shelf Registration Statement under the Securities Act covering all Registrable Securities at such time of filing within 30 days of the date on which the shares of Series C Preferred Stock are first converted into Common Stock (the “Filing Deadline”); provided Contango may satisfy such requirement by filing a post-effective amendment to an effective Shelf Registration Statement to include the Registrable Securities and, in such case, references to “Shelf Registration Statement” in this Agreement shall include any such amendment. Contango shall use its commercially reasonable efforts to cause such initial Shelf Registration Statement to become effective on or cause to be prepared and filed with the SEC, as soon as practicable but in any event after the filing thereof and no later than 90 days (or if reviewed by the staff of the Commission, 120 days) from the date on which the shares of Series C Preferred Stock are first converted into Common Stock (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"“Effectiveness Deadline”). The Initial Contango will use its commercially reasonable efforts to cause such initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts filed pursuant to cause the Initial Shelf Registration Statement this Section 2.1(a) to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (1) all Registrable Securities covered by the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been distributed in the Initial manner set forth and as contemplated in such Shelf Registration Statement, (2) there are no longer any Registrable Securities outstanding and (3) three years from the Effective Date (the “Effectiveness Period”). A Shelf Registration Statement filed pursuant to this Section 2.1(a) shall be on such appropriate registration form of the Commission as shall be selected by Contango. A Shelf Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the related Prospectus Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities Shelf Registration Statement, in accordance with applicable law. None the light of the Company's security holders (other than circumstances under which a statement is made). As soon as practicable following the date that a Shelf Registration Statement becomes effective, but in any event within one Business Day of such date, Contango shall provide the Holders of Registrable Securities) shall have the right to include any with written notice of the Company's securities in the effectiveness of a Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date that is sixty (the "Filing Deadline Date") ninety (9060) days after the Issue Date (the “Filing Deadline Date”), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and permitted by applicable law and set forth in the Initial Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty fifty (180150) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date at least ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None Except as provided in the Other Registration Rights, none of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement. The Shelf Registration Statement shall, to the extent required to register the resale of all the Registrable Securities, include the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

Shelf Registration. (a) The Company shall prepare and file To the extent not prohibited by any applicable law or cause to be prepared and filed with applicable interpretation of the staff of the SEC, as soon as practicable but in any event by the date (Company and the "Filing Deadline Date") ninety (90) days after Guarantor shall use their respective reasonable best efforts to file with the Issue Date, SEC a Registration Statement or Registration Statements for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (or, in the event Rule 415 shall not be available for any of the Registrable Securities Act (a "Shelf Registration Statement"for an offering to be made as permitted under the terms of the Notes and this Agreement, including the offering of the Underlying Shares upon the exchange, repurchase or redemption of the Notes) registering the resale from time to time by Holders thereof of for an offering covering all of the Registrable Securities (the "“Initial Shelf Registration Statement")Registration”) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for (i) in the case of the Notes constituting Registrable Securities, resale by such Holders Holders, and (ii) in accordance with the methods case of distribution elected Underlying Shares constituting Registrable Securities, (x) the issuance and sale by the Holders and Guarantor, or (y) the resale by Holders, as the case may be, in each case in the manner or manners set forth in such Registration Statement and in Rule 415 (if such rule is available for the Initial Shelf Registration). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration. The Company and the Guarantor shall use its their respective reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the such Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. To the extent permitted by applicable law and the interpretations of the staff of the SEC, the Initial Registration Statement may be terminated with respect to either the Notes or the Underlying Securities, as the case may be, on the date the Effectiveness Period expires. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw to the extent that such Holder has delivered a Notice and Questionnaire to the Company as contemplated by Section 2(d) below. None Notwithstanding the foregoing, if a Holder fails to provide the Company with the information requested by the Notice and Questionnaire within the period specified in Section 2(d) below, then the Filing Deadline Date and the Effectiveness Deadline Date, with respect to such Holder, shall be extended by one day for each day after the twenty (20) Business Day period that such Holder fails to provide such Notice and Questionnaire; provided, however, that the failure of a Holder to provide such Notice and Questionnaire shall not otherwise affect the Company's security holders (obligations under this Agreement to any other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementHolder.

Shelf Registration. (a) The Company Issuers shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is 90 days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Issuers. The Company Issuers shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by no later than the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). None Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. Except as described in the Offering Memorandum, none of the Company's Issuers' security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's Issuers' securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering (i) the resale from time to time by Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and (y) issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one two hundred eighty and ten (180210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders ’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, Commission a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the "Initial Shelf Registration StatementRegistration"). The Issuer shall use its reasonable best efforts to file with the Commission the Initial Shelf Registration as promptly as practicable, but in no event later than 45 days after the Issuer has notice of the Shelf Filing Event. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Notes to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its reasonable best efforts (x) to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or prior to the date (later of the "Effectiveness Deadline Date") that is one hundred eighty (180) days 60th day after the Shelf Filing Event or the 150th day after the Issue Date, Date and (y) to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until for the expiration period ending on the date which is two years from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period. At the time "), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the related Prospectus Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration shall be extended to the extent required to permit such Holder dealers to deliver such Prospectus comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein; provided, further, that the Issuer may suspend the effectiveness of a Shelf Registration Statement by written notice to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders for a period not to exceed 30 days in any calendar year if (i) an event occurs and is continuing as a result of Registrable Securities) shall have the right to include any of the Company's securities in which the Shelf Registration StatementStatement would, in the Issuer's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading and (ii) (a) the Issuer determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Issuer and its subsidiaries, taken as a whole, or (b) the disclosure otherwise relates to a previously undisclosed pending material business transaction, the disclosure of which would impede the Issuer's ability to consummate such transaction.

Shelf Registration. Promptly upon the Request of the Holders ------------------------ (a) The but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall prepare use its reasonable best efforts to promptly process, file and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date become effective a Registration Statement on Form S-3 (the "Filing Deadline DateShelf") ninety (90) days after the Issue Date, a Registration Statement for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement"or any similar rule that may be adopted by the SEC) registering and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the resale from time to time by Holders thereof of all date of the Registrable Securities initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the right to resell such Registrable Securities under the Shelf Registration Statementuntil the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall agrees to use its reasonable best efforts to cause keep the Initial Shelf Registration Statement continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to be declared effective resell Registrable Securities under the Securities Act as promptly as is practicable but in any event by Shelf. Notwithstanding the date foregoing, (A) from the "Effectiveness Deadline Date") that is one hundred eighty (180) days after Closing and until the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent effectiveness of a Shelf Registration Statement) continuously effective under , Wyndham may delay the Securities Act until the expiration filing of the Effectiveness Period. At the time the Initial a Shelf Registration Statement is declared effectiveStatement, or (B) from and after the effectiveness of a Shelf Registration Statement, each Holder agrees that became a Notice Holder on or prior it will not effect any sales of the Registrable Securities pursuant to the date ten (10Shelf Registration, in either case, if the Board of Directors of Wyndham determines that such action is in the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) Business Days prior to such time of effectiveness shall be named as a selling securityholder in addition to the Initial Shelf Registration Statement and registration rights granted pursuant to the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers other provisions of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementthis Section 2.

Shelf Registration. (a) The Company and the Guarantors shall prepare and use their reasonable best efforts to promptly file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "“Initial Shelf Registration Statement"Registration”). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company and the Holders and set forth Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is one (1) year from the time Issue Date and (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement or, if applicable, a Subsequent Shelf Registration. Notwithstanding anything to the contrary in this Agreement, at any time, the Company and the related Prospectus Guarantors may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or Parent determines reasonably and in good faith that the filing of any such a manner as to permit such Holder to deliver such Prospectus to purchasers Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of Registrable Securities non-public material information that, in accordance with applicable law. None the reasonable judgment of the Board of Directors of the Company's security holders (other than , would be detrimental to the Holders of Registrable Securities) shall have the right to include Company or any of the Company's securities in the Shelf Registration StatementGuarantors if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is within one hundred and eighty (180) days after the Issue Date (the "Effectiveness Deadline Date"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder and that has provided the Company with an appropriately completed Notice and Questionnaire, in each case on or prior to the date ten five (105) Business Days prior to such time of effectiveness effectiveness, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”); provided, however, that if the Initial Shelf Registration Statement is a WKSI Shelf Registration Statement, the Company shall prepare and file or cause to be prepared and file with the SEC such WKSI Shelf Registration Statement by the Effectiveness Deadline Date (as defined below). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The If the Initial Shelf Registration Statement is not a WKSI Shelf Registration Statement, the Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date. Except as otherwise provided herein, and the Company shall use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement, except as may be described in the Offering Memorandum of the Company dated May 30, 2007.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and and, except as otherwise provided herein, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement, except as may be described in the Offering Memorandum of the Company dated August 10, 2005.

Shelf Registration. (a) The Company shall prepare and shall, (1) use its reasonable best efforts to file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, Commission a Shelf Registration Statement for an offering relating to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all offer and sale of the Registrable Securities on or prior to the Filing Deadline Date and (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall 2) use its reasonable best efforts to cause the Initial such Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior Effectiveness Deadline Date; provided, however, that no holder shall be entitled to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and or to use the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers for resales of Registrable Securities unless such holder is an Electing Holder. If (x) such Shelf Registration Statement covering the Registrable Securities is not filed with the Commission on or prior to the Filing Deadline Date, (y) such Shelf Registration Statement covering the Registrable Securities is not declared effective by the Commission on or prior to the Effectiveness Deadline Date or (z) such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities, the Company will make pro rata payments to each Purchaser, as liquidated damages and not as a penalty, in accordance with applicable law. None an amount per 30-day period (or pro rata portion thereof) equal to 2.0% of the Company's security holders aggregate amount paid by such Purchaser on the Closing Date to the Company in respect of the then Registrable Securities (other than i) in the Holders case of clause (x), for the period from the Filing Deadline Date to the date on which such Shelf Registration Statement is filed, (ii) in the case of clause (y), for the period from the Effectiveness Deadline Date to the date on which such Shelf Registration Statement becomes effective and (iii) in the case of clause (z), for any period in excess of the Maximum Delay Period in which such Shelf Registration Statement ceases to be effective or any Prospectus thereunder ceases to be usable with respect to any Registrable Securities) . No such payments shall have be payable in respect of any Securities that are not Registrable Securities. Such payments shall be made to each Purchaser in cash not later than three Business Days following the right to include any end of the Company's securities in the Shelf Registration Statementeach 30-day period.

Shelf Registration. (ai) The No later than 30 days following the Closing Date, the Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of registration statement under the Securities Act (a "Shelf Registration Statement") registering to permit the public resale of all Registrable Securities from time to time as permitted by Holders thereof of all of Rule 415 (or any successor or similar provision adopted by the Registrable Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2(a)(i) (the "Initial a “Shelf Registration Statement"”). The Initial Shelf Registration Statement filed with the Commission pursuant to this Section 2(a)(i) shall be on Form S-3 (or such successor form thereto permitting shelf registration of securities under the Securities Act), and if the Company becomes a WKSI, the Shelf Registration Statement shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or another appropriate any equivalent or successor form permitting registration of under the Securities Act (if available to the Company), covering the Registrable Securities, which shall contain a prospectus in such form as to permit any Holder to sell its Registrable Securities for resale by such Holders in accordance with the methods of distribution elected pursuant to Rule 415 (or any successor or similar rule adopted by the Holders and set forth Commission then in effect) under the Initial Shelf Registration StatementSecurities Act at any time beginning on the effective date thereof. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement filed pursuant to this Section 2(a)(i) to become or be declared effective under 90 days after the Closing Date. The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of Registrable Securities covered by such Shelf Registration Statement. During the Effectiveness Period, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement filed pursuant to this Section 2(a)(i) to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until all Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). As soon as promptly as is practicable following the date that the Shelf Registration Statement becomes effective, but in any event by the date within two (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (102) Business Days prior to of such time of effectiveness date, the Company shall be named as a selling securityholder in provide the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance Holders with applicable law. None written notice of the Company's security holders (other than the Holders effectiveness of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date SEC a Registration Statement (the "Filing Deadline DateInitial Shelf Registration Statement") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "Initial Shelf Registration StatementRegistration")) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as practicable after such Initial Shelf Registration is practicable but filed and, in any event by event, on or prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the such Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earlier of when (i) all the Registrable Securities are registered under the Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Closing Date (such shortest period being called the "Effectiveness Period"). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the Effectiveness Periodcircumstances under which they were made. At Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to at the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantors shall prepare and promptly file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "“Initial Shelf Registration”). The Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC the Initial Shelf Registration Statement")on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth in the Initial Shelf Registration Statementthem (including, without limitation, one or more underwritten offerings). The Company and the Guarantors shall use its their respective commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is one year following the time effective date of such Shelf Registration Statement, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and or, if applicable, a Subsequent Shelf Registration or (iii) the related Prospectus date upon which all Registrable Securities have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Company or a similar governing body of any parent company of the Company (each, a “Board”) determines reasonably and in good faith that the filing of any such Holder Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of such Board, would be detrimental to deliver the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such Prospectus to purchasers of Registrable Securities in accordance with action is required by applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Operating Partnership and the Company shall prepare and file file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) that is ninety (90) days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "Initial Shelf Registration Statement"rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-11 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolders. The Operating Partnership and the Company shall use its their reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, Date and to (ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file ------------------ or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one two hundred eighty and ten (180210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "“Initial Shelf Registration Statement")Registration”) on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders them (excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration date (A) that is two years after the Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Effectiveness Period. At the time Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement and Registration, (ii) the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of date on which all the Registrable Securities in accordance with applicable law. None (x) held by Persons who are not affiliates of the Company's security holders Company may be resold pursuant to Rule 144(k) under the Securities Act or (other than y) cease to be outstanding, (iii) all the Holders of Registrable SecuritiesSecurities have been resold pursuant to Rule 144 under the Securities Act or (B) shall have the right to include any a Subsequent Shelf Registration covering all of the Company's securities in Registrable Securities has been declared effective under the Shelf Registration StatementSecurities Act.

Shelf Registration. (a) So long as it would not reasonably be expected to materially delay the applicable Rights Offering, (i) the Company may, at its option, file with the SEC one or more shelf registration statements on Form S-3 (or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration of securities), in form and substance reasonably satisfactory to the Investor, covering the issuance of Rights and Rights Shares, together with such other securities as the Company may elect (together with the prospectus relating thereto and any prospectus supplement and offering documents, a “Shelf Registration Statement”) and (ii) in the event the Company has in effect, at the time of the Investor’s delivery of a Rights Offering Notice, an effective Shelf Registration Statement sufficient to cover the issuance of the Rights and the Rights Shares to be offered in such Rights Offering, then rather than filing a Rights Offering Registration Statement pursuant to Section 3.01(c) or 3.02(c), as applicable, the Company shall be entitled to employ such Shelf Registration Statement as the relevant Rights Offering Registration Statement for purposes of such Rights Offering. Any such Shelf Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) will be provided to the Investor prior to its filing with or other submission to the SEC. The Company shall prepare not include any other securities in the prospectus supplement relating to any Rights Offering. Any such Shelf Registration Statement employed as a Rights Offering Registration Statement will comply in all material respects with the requirements of the Securities Act and file the rules and regulations thereunder and other applicable Laws. The Company promptly will correct any information included in any Shelf Registration Statement employed as a Rights Offering Registration Statement if, and to the extent that, such information becomes false or misleading in any material respect, and the Company will take all steps necessary to cause the applicable prospectus (including any applicable prospectus supplement) contained in such Shelf Registration Statement employed as a Rights Offering Registration Statement, as so corrected, to be prepared filed with the SEC and to be disseminated to the distributees of Rights, in each case as and to the extent required by applicable federal securities laws. The Investor will be given a reasonable opportunity to review and comment upon any Shelf Registration Statement in each instance before it is filed with the SEC. In addition, as soon as practicable but in the Company will provide the Investor with any event by written comments or other written communications that the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale Company receives from time to time by Holders thereof of all of from the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial SEC or its staff with respect to any Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration promptly after the receipt of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (comments or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementcommunications.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) that is 180 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, reasonably approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall not permit any securities other than the Registrable Securities to be included in any Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) 360 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) that is five Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by within 135 days of the date Issue Date (the "“Filing Deadline Date") ninety (90) days after the Issue DateDeadline”), a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial a “Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by such the Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d). The Company shall use its commercially reasonable best efforts to cause the Initial a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"Deadline”) that is one hundred eighty (180) 270 days after the Issue Date, and to keep the Initial a Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior to the date ten (10) five Business Days prior to such time of effectiveness the date the initial Shelf Registration Statement is declared effective shall be named as a selling securityholder in the Initial initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such the Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the a Shelf Registration Statement, other than the Holders. In addition, the Company shall prepare and file or cause to be prepared and filed with the SEC a Shelf Registration Statement that satisfies the foregoing requirements and use its commercially reasonable efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act prior to a Notice of Optional Redemption (as defined in the Indenture) (to the extent that a Shelf Registration Statement covering resales of the Registrable Securities is not then effective) (“Secondary Effectiveness Deadline”).

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") Within ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all Effective Date" of the Registrable Securities Plan of Reorganization (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth as that term is defined in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts Plan of Reorganization),or such longer time as may be required to cause prepare the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable necessary financial statements (but in any no event by the date (the "Effectiveness Deadline Date") that is more than one hundred eighty (180) days after the Issue DateEffective Date of the Plan of Reorganization), the Company will file with the Commission, at the Company's expense, a "shelf" registration statement (or statements) on an appropriate form pursuant to Rule 415 under the Securities Act covering all Registerable Securities (the "Shelf Registration"). The Company shall use its best efforts to have the Shelf Registration declared effective as promptly as practicable after such filing and to keep the Initial Shelf Registration Statement (or any Subsequent continuously effective for the Shelf Registration StatementPeriod. The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) continuously to keep the Shelf Registration effective under during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company, by the instructions applicable to such registration form or by the Securities Act until or the expiration rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on any such supplement or amendment at least fifteen (15) days prior to its being used and/or filed with the date ten Commission. The Company hereby consents to the use (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance compliance with applicable law. None ) of the Company's security holders (prospectus or any amendment or supplement thereto by each of the selling Holders of Registerable Securities in connection with the offering and sale of the Registerable Securities covered by the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration include securities other than Registerable Securities, unless the Holders of Registrable Securities) shall have the right all Registerable Securities consent to include any of the Company's securities in the Shelf Registration Statementsuch inclusion.

Shelf Registration. (a) The Company shall use its best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The No later than 90 days prior to the expiration of the Disposition Restriction Period (the “Shelf Date”), the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale Act, as such rule may be amended from time to time time, or any similar rule or regulation hereafter adopted by Holders thereof the SEC, of all of the Registrable Securities Securities, provided that such obligation shall be satisfied if the Company shall have in effect an automatically effective shelf registration statement on Form S-3ASR (the "Initial an “Existing Shelf Registration Statement"”) as of the Shelf Date (any such registration statement, a “Shelf Registration Statement”); provided, further, that, for the avoidance of doubt, the existence of an Existing Shelf Registration Statement shall not have any effect on the restrictions set forth in Section 3.3. The Initial Shelf Registration Statement shall be on Form S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any comparable or successor form or forms, on Form S-1 or any comparable or successor form or forms); provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of such Registrable Securities for resale by such Holders in accordance filing of the Shelf Registration Statement with the methods of distribution elected SEC, such Shelf Registration Statement shall be designated by the Holders and set forth Company as an automatic shelf registration statement (as defined in Rule 405 under the Initial Securities Act). In the event that the Shelf Registration Statement. The Statement is not an automatic shelf registration statement, the Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (SEC as of the "Effectiveness Deadline Date") that is one hundred eighty (180) days after expiration of the Issue Date, and Disposition Restriction Period. The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earlier of (i) the date when all of the Effectiveness Period. At the time the Initial Registrable Securities covered by such Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold and (ii) the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in on which the Initial Registrable Securities covered by the Shelf Registration Statement and are eligible to be sold or transferred without being subject to any holding period or volume limitations pursuant to Rule 144 under the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementAct.

Shelf Registration. (a) The Company shall shall, at its expense, prepare and file or cause to be prepared and filed with the SEC, as soon as practicable practicable, but in any no event by later than the date (the "Filing Deadline Date") ninety that is the earlier of (90x) the date that is sixty (60) days after filing of the Company's annual report on Form 10-K for the year ended December 31, 2004 and (y) the date that is two hundred seventy (270) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statementform. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act Act, as promptly as is practicable practicable, but in any event by the date (the "Effectiveness Deadline Date") that is one the earlier of (x) ninety (90) days after the filing with the SEC of the Initial Shelf Registration Statement and (y) the date that is three hundred eighty sixty (180360) days after the Issue Date, and . The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable SecuritiesSecurities or holders of securities for which registration rights were granted pursuant to the agreements set forth in Section 1(i) of the Purchase Agreement) shall have the right to include any of the Company's securities in the Shelf Registration Statement. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Initial Shelf Registration Statement or the Subsequent Shelf Registration Statement then in effect until such time as a Shelf Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred one-hundred-and-eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) 5 Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). None With the exception of Novartis AG, none of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by on or before the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, subject to the limitations set forth in Section 8(j). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or before the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The On or before 180 days after the date hereof, the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date SEC a “shelf” registration statement (the "Filing Deadline Date"“Shelf Registration Statement”) ninety (90) days after on the Issue Date, a Registration Statement appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (Securities, which registration statement shall consist of a resale prospectus comprising part of the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be Company’s registration statement on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance S-8 with respect to the methods of distribution elected by Purchased Shares and the Holders and set forth in the Initial Shelf Registration StatementOptioned Shares. The Company shall use its reasonable best efforts to cause have the Initial Shelf Registration Statement declared effective and to keep such Shelf Registration Statement continuously effective until the later of (i) the date which is 36 months following the date upon which the Shelf Registration Statement becomes effective, and (ii) the date which is three months after the date on which the Investor ceases to be declared an Affiliate of the Company in the opinion of counsel for the Company. Any holder of Registrable Securities (individually, a “Holder,” and collectively, the “Holders”) shall be permitted to withdraw all or any part of the Registrable Securities from a Shelf Registration Statement at any time prior to the effective under date of such Shelf Registration Statement. The Company agrees, subject to Section 4(j), if necessary, to supplement or amend the Shelf Registration Statement, as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or as promptly as is practicable but requested (which request shall result in the filing of a supplement or amendment) by any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and holder of Registrable Securities to keep the Initial which such Shelf Registration Statement (relates, and the Company agrees to furnish to such holders, such holders’ counsel and any managing underwriter copies of any such supplement or any Subsequent amendment prior to its being used and/or filed with the SEC. A registration statement will not be deemed to have been effected as a Shelf Registration Statement) continuously Statement unless such Shelf Registration Statement has been declared effective by the SEC and the Company has complied in all material respects with its obligations under this Agreement with respect thereto; provided, however, that if, after a Shelf Registration Statement has been declared effective, the offering of Registrable Securities Act until the expiration of the Effectiveness Period. At the time the Initial pursuant to such Shelf Registration Statement is declared effectiveinterfered with by any stop order, each Holder that became a Notice Holder on injunction or prior to other order or requirement of the date ten (10) Business Days prior to Commission or any other governmental agency or court, such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and will be deemed not to have become effective during the related Prospectus in period of such a manner as to permit such Holder to deliver such Prospectus to purchasers interference until the offering of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right pursuant to include any of the Company's securities in the such Shelf Registration StatementStatement may legally resume. If a Shelf Registration Statement is deemed not to have been effected, then the Company shall continue to be obligated to effect such Shelf Registration Statement pursuant to this Section 2.

Shelf Registration. (a) The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing filing with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering (i) the resale from time to time by Holders thereof of all of the Registrable Securities and (ii) if and to the extent required by applicable securities laws to permit the issuance of Underlying Common Stock upon conversion of the Notes on an unrestricted basis under the Securities Act, the issuance by the Company of Underlying Common Stock upon conversion of the Notes by any Holders who acquired the Notes in registered resales pursuant to the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement or in resales pursuant to Rule 144; provided, however, that the Company shall not be required to register the issuance of Underlying Common Stock upon conversion of the Notes with respect to any Holder if and to the extent the Company is not permitted to effect such registration under the Securities Act after using its reasonable best efforts to do so (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-1, Form S-3 or another appropriate form permitting registration of such Registrable Securities for (x) resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and (y) issuance upon conversion of the Notes as provided in clause (ii) of the immediately preceding sentence. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act (unless such Initial Shelf Registration Statement is a previously filed Shelf Registration Statement that is effective at the time it is so designated) as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one two hundred eighty and ten (180210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantor shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company and the Guarantor. The Company and the Guarantor shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period subject to the rights of the Company under Section 3(h) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw under ordinary circumstances, subject to compliance with blue sky laws. None Neither the Company nor the Guarantor shall permit any of the Company's security holders its securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's or the Guarantor's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall prepare and file or cause to be prepared and filed file, no later than the Shelf Filing Date, with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities Notes not exchanged in the Exchange Offer (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION"). The Initial Shelf Registration Statement shall be on Form S-3 S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). No securities other than the Holders and set forth Registrable Notes shall be included in the Initial Shelf Registration StatementRegistration. The Company Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or prior to the date (the "Shelf Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is 90 days from the Shelf Effectiveness Period. At Date (the time "SHELF EFFECTIVENESS PERIOD"), or such shorter period ending when (i) all Registrable Notes covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the related Prospectus Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act; PROVIDED, HOWEVER, that the Effectiveness Period in such a manner as respect of the Initial Shelf Registration shall be extended to the extent required to permit such Holder dealers to deliver such Prospectus comply with the applicable prospectus delivery requirements of Rule 174 and as otherwise provided herein. Notwithstanding anything to purchasers the contrary in this Agreement, at any time, the Issuer may delay the filing of Registrable Securities any Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in accordance with applicable law. None excess of an aggregate of 90 days in any consecutive twelve month period, if the Managers of the Company's security holders (other than Issuer determine in good faith that the Holders filing of Registrable Securities) shall have any such Registration Statement or the right to include any continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Company's securities in Managers of the Shelf Registration StatementIssuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in At any event by the date (the "Filing Deadline Date") ninety (90) days time after the Issue Date, either (x) the Purchaser or (y) the Holders of a majority-in-interest of the outstanding liquidation preference of the Preferred Stock constituting Transfer Restricted Securities may file with the Company a Demand Notice requesting the Company to file the Shelf Registration Statement and otherwise effect the registration of Transfer Restricted Securities contemplated hereby. Upon receiving a Demand Notice, the Company shall file with the SEC no later than the Filing Date the Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Transfer Restricted Securities (including shares of Preferred Stock constituting Additional Dividends issued during the "Initial Shelf Registration Statement"Effectiveness Period as dividends in respect of outstanding shares of Preferred Stock). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Transfer Restricted Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth any Holder in the Initial Shelf Registration Statementmanner or manners designated by it (including, without limitation, one or more underwritten offerings). Upon receipt of a Demand Notice, the Company shall promptly (but in any event within ten (10) days) give written notice of such receipt to all Holders of Transfer Restricted Securities. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is two years from the Effectiveness Period. At date on which the time the Initial Shelf Registration Statement is declared effectivefirst becomes effective (the "Effectiveness Period"), each Holder that became a Notice Holder on or prior subject to extension pursuant to the date ten (10last paragraph of Section 4 hereof subject to extension pursuant to the last sentence of Section 4(k) Business Days prior to hereof, or such time shorter period ending when all Holders of effectiveness shares of Transfer Restricted Securities have sold all shares of Transfer Restricted Securities held by them. No action taken by the Company that results in a Blackout Period shall be named as considered to constitute a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None failure of the Company's security holders (other than the Holders of Registrable Securities) shall have the right Company to include any of the Company's securities in the Shelf Registration Statementuse its reasonable best efforts under this Section 2(a).

Shelf Registration. (a) The On or prior to each applicable Filing Date the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the Commission a "Filing Deadline Date") ninety (90) days after the Issue Date, a Shelf" Registration Statement covering all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement")415. The Initial Shelf Registration Statement shall be on Form S-3 (except if otherwise agreed to by the Company and the Holders of a majority in interest of the applicable Registrable Securities in accordance herewith or if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration in accordance herewith). The Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of such Registrable Securities for resale shares of Common Stock as may be required to effect (i) conversion of the Preferred Stock to prevent dilution resulting from stock splits, stock dividends or similar events, or by such Holders reason of changes in the Conversion Price in accordance with the methods terms of distribution elected the Certificate of Designation and (ii) exercise of the Warrants in full to prevent dilution resulting from stock splits, stock dividends or similar events, or by the Holders and set forth reason of changes in the Initial Shelf Registration StatementExercise Price (as defined in the Warrants) in accordance with the terms of the Warrants. The Company shall (i) not permit any securities other than the Registrable Securities to be included in the Registration Statement and (ii) use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable possible after the filing thereof, but in any event by prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf such Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of date which is three years after the Effectiveness Period. At the time the Initial Shelf date that such Registration Statement is declared effective, each Holder that became a Notice Holder on effective by the Commission or prior such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by the counsel to the date ten (10) Business Days prior Company pursuant to a written opinion letter, addressed to the Company's transfer agent to such time of effectiveness effect (the "Effectiveness Period"); provided, however, that the Company shall not be named as a selling securityholder deemed to have used its commercially reasonable efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would result in the Initial Shelf Holders not being able to sell the Registrable Securities covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementCommission has not declared it effective.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety that is one hundred twenty (90120) days after the Issue Closing Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 F-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best commercial efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Closing Date and, in the event the Initial Shelf Registration Statement has not been declared effective under the Securities Act within one hundred and eighty (180) days after the Closing Date, to thereafter continue to use reasonable commercial efforts to cause the Initial Shelf Registration Statement to be declared effective as soon as practicable thereafter (the "Effectiveness Deadline Date"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder ("Selling Securityholder") in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety that is one hundred and twenty (90120) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (the “Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders indicated in their Notice and Questionnaires and set forth in the Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior consent, which the Company may withhold at its sole discretion). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one two hundred eighty and ten (180210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except to the extent permitted under Section 3(i)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or before the fifth (5th) Business Day prior to the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None the Securities Act, assuming the accuracy of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities information in the Shelf Registration Statementsuch Notice Holder’s Notice and Questionnaire.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date SEC a Registration ------------------ Statement (the "Filing Deadline DateInitial Shelf Registration Statement") ninety (90) days after the Issue Date, a Registration Statement for an offering to be ------------------------------------ made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "Initial Shelf Registration StatementRegistration")) on or prior to the Filing Date. -------------------------- The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by the Holders and set forth them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as practicable after such Initial Shelf Registration is practicable but filed and, in any event by event, on or prior to the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, Date and to keep the such Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earlier of when (i) all the Registrable Securities are registered under the Shelf Registration (as defined below) and have been disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding (the "Effectiveness Period") and (iv) two -------------------- years have passed from the Closing Date. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by ---------------- the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the Effectiveness Periodcircumstances under which they were made. At Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to at the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company CCI shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of CCI. The Company CCI shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, and shall use its best efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At ; provided, however, that no Holder shall be entitled to have the time the Initial Registrable Securities held by it covered by such Shelf Registration Statement is declared effective, each unless such Holder that became shall have provided a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities Questionnaire in accordance with applicable lawSection 2(d) and is in compliance with Section 4. None of the CompanyCCI's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the CompanyCCI's securities in the Shelf Registration Statement, except that the Company may include in the Shelf Registration Statement the CCI Common Stock registrable pursuant to the Registration Rights Agreement dated February 23, 2000 between Xxx Communications, Inc. and the Initial Purchasers.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by not later than the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date December 3, 2004 (the "Effectiveness Deadline Date", which shall be extended by the aggregate number of days during which the Company is obligated to provide 144A Marketing Assistance under Section 2(a), plus a period of ninety (90) that is one hundred eighty (180) days after the Issue Datedays), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. Notwithstanding the foregoing, the Company shall have no further obligations under Section 3(a) or 3(b), (1) from and after the delivery of a 144A Demand Notice or an Other 144A Demand Notice (other than pursuant to Section 2(b)(iii)) until CUSA has delivered written notice of the termination of the Company's assistance obligations with respect to such 144A Demand Notice or Other 144A Demand Notice, as the case may be, (2) following the consummation of one 144A Resale and (3) following the delivery of one 144A Demand Notice unless, in the case of this clause (3), a 144A Resale was not consummated and the Initial Holder has reimbursed the Company for all fees and expenses incurred by the Company pursuant to Section 6 in connection with the performance of its obligations under Section 2. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Subject to Section 2.11, the Company shall prepare and file or cause not later than fourteen (14) months after the consummation date of the Company's initial public offering, a "shelf" registration statement with respect to be prepared and filed with the SEC, as soon as practicable but in any event resale of the Registrable Securities ("Resale Shelf Registration") by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement Holders thereof on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a the "Resale Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form and permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Resale Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly as is reasonably practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Datefiling thereof, and, subject to Sections 2.1(d) and 2.11, to keep the Initial such Resale Shelf Registration Statement (or any Subsequent continuously effective for a period ending when all shares of Common Stock covered by the Resale Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodStatement are no longer Registrable Securities. At the time the Initial Resale Shelf Registration Statement is declared effective, each Holder that became has delivered a duly completed and executed Notice Holder and Questionnaire to the Company on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Resale Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. None If required by applicable law, subject to the terms and conditions hereof, after effectiveness of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement not less than once a quarter as necessary to name as selling securityholders therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety one hundred twenty (90120) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolders. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty ninety-five (180195) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. The Company shall use their reasonable efforts to notify the Representatives five (5) Business Days prior to the planned effective date for the Initial Shelf Registration Statement and allow the Representatives to update, if necessary, the amount of Registrable Securities disclosed as held by each such Manager in the Initial Shelf Registration Statement. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Initial Shelf Registration Statement or any subsequent Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, provided, to the extent such method of distribution shall include the services of an underwriter or broker-dealer or similar representative, then all expenses, fees and commissions related to such method of distribution shall be paid solely by the Holder or Holders so requesting such services. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, so long as such Holder has provided to the Company by such date a complete and accurate Notice and Questionnaire for such purpose. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. To the extent permitted by applicable law and the interpretations of the staff of the SEC, the Initial Shelf Registration Statement may be terminated with respect to the Registrable Securities on the date the Effectiveness Period expires. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with a Shelf Registration ------------------ Statement providing for the SEC, as soon as practicable but in any event sale by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities then owned by Holder within thirty (30) days after the "Initial Shelf Registration Statement"). The Initial receipt of a 2000 Put Notice, 2001 Put Notice and/or a 2002 Put Notice, as the case may be, and shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC within 90 days of receipt of such 2000 Put Notice, 2001 Put Notice and/or 2002 Put Notice, as the case may be. No Holder of Registrable Securities shall be on Form S-3 or another appropriate form permitting registration entitled to include any of such its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for resale inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolder not materially misleading. The Company shall agrees to use its reasonable best efforts to cause keep the Initial Shelf Registration Statement continuously effective and the Prospectus usable for resales during the Rule 144(k) Period (subject to extension pursuant to the provisions of this paragraph), or for such shorter period which will terminate when all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be declared effective under the Registrable Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DatePeriod"); provided, however, that up to 60 days -------------------- -------- ------- on not more than two occasions in any twelve-month period (any such period being referred to herein as a "Blackout Period"), the Company shall be permitted to --------------- suspend sales of Securities: (i) that is one hundred eighty (180) days after if the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder no longer effective or the Prospectus is no longer usable for resales due to a good faith determination by the Company that became a Notice Holder on or prior the sale of the Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential or (ii) if the Company is engaged in or has completed an underwritten public offering and the underwriters' lock-up period with respect to sales of common stock (or securities convertible into common stock) has not expired; provided, however, that to the extent such Holder together with any Affiliate owns less than 5% of the Company's outstanding classes of common stock, the Company shall have no right to suspend sales of Securities in connection with underwriters' lock-up periods. No Blackout Period may commence fewer than 60 days following (i) the expiration of a preceding Blackout Period, or (ii) the date ten (10) on which the Securities are issued by the Company. Each Holder agrees that it shall give the Company notice of not less than 5 Business Days prior to such time disposing of effectiveness shall be named as a selling securityholder in any Registered Securities under the Initial Shelf Registration Statement and so that the related Prospectus Company may make any determination to suspend sales of Securities as contemplated in such a manner as to permit such the preceding sentence. In addition, each Holder to deliver such Prospectus to purchasers agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in accordance with applicable lawany underwritten offering by one or more Holders of less than an aggregate of $20 million of Registrable Securities determined on the price per share offered to the public. None The Company will, upon the effectiveness of a Shelf Registration Statement, provide to each Holder a reasonable number of copies of the Company's security holders (Prospectus which is a part of the Shelf Registration Statement, and, at that time, notify each such Holder that the Shelf Registration Statement has become effective and take such other than actions as are required to permit unrestricted resales of the Registrable Securities. The Company further agrees to supplement or amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities) shall have Securities copies of any supplement or amendment to the right to include any of Prospectus promptly after its being used or filed with the Company's securities in the Shelf Registration StatementSEC.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by on or before the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, provided, to the extent such method of distribution shall include the services of an underwriter or broker-dealer or similar representative, then all expenses, fees and commissions related to such method of distribution shall be paid solely by the Holder or Holders so requesting such services. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or before the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law, so long as such Holder has provided to the Company by such date a complete and accurate Notice and Questionnaire for such purpose. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The On or prior to the Filing Date, the Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a “shelf” Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering covering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement")Securities. The Initial Shelf Such Registration Statement shall be on Form S-3 or (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form permitting registration in accordance herewith) relating to the offer and sale of such the Registrable Securities for resale by such the Holders thereof from time to time in accordance with the methods of distribution elected by the Holders and set forth in the Initial Registration Statement (such “Plan of Distribution” attached hereto as Annex A (as it may be modified in response to SEC comments)) and Rule 415 under the Securities Act, together with any registration statement to replace such registration statement upon expiration thereof, if any, (hereinafter the “Shelf Registration StatementRegistration”). The Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable possible after the filing thereof but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of no later than the Effectiveness PeriodDeadline. At The Company shall use commercially reasonable efforts to address any comments from the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to SEC regarding such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and to advocate with the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers SEC for the registration of all Registrable Securities in accordance with applicable lawSEC Guidance. None Notwithstanding the foregoing, if the SEC prevents the Company from including any or all of the Company's security holders (other than Registrable Securities on the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Registrable Securities by the Holders (a “Rule 415 Limitation”) or otherwise, the Registration Statement shall register the resale of a number of Shares which is equal to the maximum number of shares as is permitted by the SEC, and, subject to the provisions of this Section 2.1, the Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities) Securities as set forth in this Article II. In such event, the number of Shares to be registered for each Holder in the Registration Statement shall have be reduced pro rata among all Holders. The Company shall continue to use its commercially reasonable efforts to register all remaining Registrable Securities as promptly as practicable in accordance with the right to include any applicable rules, regulations and guidance of the Company's securities in the Shelf Registration StatementSEC.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue DateCommission, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "“Shelf Registration Statement"”, which term shall include the Initial Shelf Registration Statement and each Subsequent Shelf Registration Statement) registering the resale from time to time by Holders thereof the Holder (or an Affiliate of the Holder) of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”); provided, that before filing any Registration Statement with the Commission, the Company shall furnish to the Holder and counsel for the Holder copies of all such documents proposed to be filed and use its reasonable efforts to reflect in each such document when so filed with the Commission such comments as the Holder and counsel for the Holder reasonably shall propose within five (5) Business Days of the delivery of such copies to the Holder and counsel for the Holder. The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders the Holder (or an Affiliate of the Holder) in accordance with the methods of distribution elected by the Holders Holder and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company (except for offerings by the Holder or an Affiliate of the Holder deemed to be an underwritten offering), which may be withheld in the Company’s discretion. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date that is not later than the Business Day immediately preceding the earlier of (i) the date the Holder first receives Registrable Securities pursuant to the Confirmation and (ii) the first Physical Valuation Day or the Averaging Period Start Date, as the case may be (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Dateand, and subject to Section 3(c)(2), to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement, as defined below) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) that is ninety (90) days after the Issue Date, a Registration Statement or a prospectus supplement to a prospectus contained in an existing Automatic Shelf Registration Statement, if available (in either case, the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "Initial Shelf Registration Statement"rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by the Holders and set forth Holders, provided that in no event may such resales take the form of an underwritten offering of Registrable Securities without the prior agreement of the Company. In no event shall the Initial Shelf Registration Statement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. If the Initial Shelf Registration Statement is not an Automatic Shelf Registration Statement or a prospectus supplement to a prospectus contained in an existing Automatic Shelf Registration Statement. The , the Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and . The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act from the date the Shelf Registration Statement is declared effective until the expiration earlier of (i) the thirty-fifth (35th) Trading Day immediately following the maturity date of the Effectiveness PeriodNotes and (ii) the date upon which there are no Notes or Registrable Securities outstanding. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or prior to before the 15th day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) that is ninety (90) days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "and naming therein all Holders entitled, pursuant hereto, to be named as a selling security holder in such Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution that is elected by the Holders and set forth described in the Initial Shelf Registration StatementNotice and Questionnaire. The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue DateDate and (ii) except as provided herein, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None The Company shall be under no obligation hereunder to name any Holder as a selling securityholder in any Shelf Registration Statement to the extent doing so shall be prohibited by the Securities Act, the Exchange Act or the rules of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementSEC thereunder.

Shelf Registration. (a) The Company shall prepare and file ------------------ file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable practicable, but in any event by the date (the "Effectiveness Deadline Date") that is one two hundred eighty and ten (180210) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders securityholders of the Company (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities of the Company in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by no later than the date (the "Effectiveness Deadline Date") that is one two-hundred eighty and ten (180210) days after the Issue Date, and to keep keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). None Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Company shall not permit any of the Company's its security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement).

Shelf Registration. (a) The Company Issuer shall prepare and use its reasonable best efforts to promptly file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the Registrable Securities (the "“Initial Shelf Registration Statement"Registration”). The Initial Shelf Registration Statement shall be on Form S-3 S 1 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Holders and set forth Registrable Securities to be included in the Initial Shelf Registration Statementor any Subsequent Shelf Registration (as defined below). The Company Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration earliest of (i) the Effectiveness Period. At date that is two (2) years from the time Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to have been sold in the date ten (10) Business Days prior to such time of effectiveness shall be named manner set forth and as a selling securityholder contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) one year after such shelf registration statement becomes effective (the “Effectiveness Period”). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuer may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Board of Directors of the Issuer determines reasonably and in good faith that the related Prospectus filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Issuer, would be detrimental to the Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with action is required by applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall and the Guarantor shall, jointly and severally, use their reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall and the Guarantor shall, jointly and severally, use its their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders or the Guarantor's securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's or the Guarantor's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and as promptly as practicable ------------------ file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of covering all of the then Registrable Securities Notes (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement If the Company shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with not have yet filed ---------------------------- the methods of distribution elected by the Holders and set forth in the Initial Shelf Exchange Offer Registration Statement. The , the Company shall use its reasonable best efforts to file with the SEC the Shelf Registration Statement on or prior to the Filing Date and shall use its best efforts to cause the Initial such Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effec- tiveness Date. Otherwise, the Company shall use its best efforts to file with the SEC the Shelf Registration Statement within 60 days of the delivery of the Shelf Notice and shall use its best efforts to cause such Shelf Registration to be declared effective under the Securities Act as promptly as is practicable but thereafter. The Shelf Registration Statement shall be on Form F-1 or another appropriate form permitting registration of such Registrable Notes for resale by Holders in any event the manner or manners designated by them or the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue DateInitial Purchaser, as applicable, and to keep the Initial set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). The Company shall not permit any Subsequent securities other than the Registrable Notes to be included in any Shelf Registration. The Company shall use its best efforts to keep the Shelf Registration Statement) Statement continuously effective under the Securities Act until two years after the expiration Issue Date (or, if Rule 144(k) under the Securities Act is amended to permit unlimited resales by non- affiliates within a lesser period, such lesser period) (subject to extension pursuant to the last paragraph of Section 5 hereof) (the "Effectiveness Period. At ") or such shorter period -------------------- ending when (i) all Registrable Notes covered by the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder have been sold in the Initial Shelf Registration Statement manner set forth and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities contemplated in the Shelf Registration StatementStatement or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes has been declared effective under the Securities Act.

Shelf Registration. (a) REQUEST FOR A SHELF REGISTRATION. Subject to certain restrictions on transfer set forth in Section 8.5 of the Stock Purchase Agreement, at any time commencing after the date hereof, in the event that the Company shall receive from one or more of (i) the Commonwealth Stockholders, upon the affirmative vote of the holders of a majority of the Registrable Securities held by the Commonwealth Stockholders, or (ii) the General Atlantic Stockholders as a group, acting through GAP LLC or their written designee (each, a "SHELF INITIATING HOLDER" and together, the "SHELF INITIATING HOLDERS"), a written request that the Company register, under the Securities Act on Form S-3 (or any successor form then in effect) (a "SHELF REGISTRATION"), all or a portion of the Registrable Securities owned by such Shelf Initiating Holders on a shelf registration to be offered on a continuous basis, then the Company shall register on Form S-3 all or such portion of the Registrable Securities owned by such Shelf Initiating Holders and requested to be registered on such shelf Registration and to be offered on a continuous basis. The Company shall prepare give written notice of such request to all of the Designated Holders (other than Shelf Initiating Holders which have requested a Shelf Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Shelf Registration, and file or cause such notice shall describe the proposed registration and offer such Designated Holders the opportunity to be prepared and filed with register the SECnumber of Registrable Securities as each such Designated Holder may request in writing to the Company, as soon as practicable but in any event by the date given within ten (the "Filing Deadline Date") ninety (9010) days after their receipt from the Issue Date, a Company of the written notice of such registration. The Shelf Registration Statement pursuant to this Section 5(a) shall be for an offering to be made on a delayed or continuous basis pursuant to Rule rule 415 of under the Securities Act (a "and the Company shall, subject to the Securities Act, maintain the effectiveness of the Shelf Registration Statement") registering the resale from time to time by Holders thereof of until all of the Registrable Securities (the "Initial included on such Shelf Registration Statement"have been disposed of or otherwise no longer constitute Registrable Securities. With respect to each Shelf Registration, the Company shall, subject to Section 5(b). The Initial , (i) include in such offering the Registrable Securities of the Shelf Initiating Holders and the Designated Holders (other than Shelf Initiating Holders which have requested a Shelf Registration Statement shall be under this Section 5(a)) who have requested in writing to participate in such registration on Form S-3 or another appropriate form permitting registration of such the same terms and conditions as the Registrable Securities for resale by such of the Shelf Initiating Holders in accordance with the methods of distribution elected by the Holders included therein and set forth in the Initial Shelf Registration Statement. The Company shall (ii) use its reasonable best efforts to cause the Initial Shelf Registration Statement such registration pursuant to be declared this Section 5(a) to become and remain effective under the Securities Act as promptly soon as is practicable practicable, but in any event by the date not later than forty-five (the "Effectiveness Deadline Date") that is one hundred eighty (18045) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became it receives a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementrequest therefor.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC------------------ Commission, as soon as practicable following the date hereof but in any event by no later than 60 days from the date hereof (the "Filing Deadline Date") ninety (90) days after the Issue Date), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementRegistration") registering the resale from time to time by Holders holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementRegistration"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the holders in the manner or manners designated by them, and shall cover all shares of Common Stock and, if the Approvals have not been received, of Series C Cumulative Redeemable Preferred Stock that could be issued within two years of the effectiveness of the Initial Registration Statement. If the holders of a majority of Registrable Securities so elect (the "Underwriting Initiating Holders"), an offering of Registrable Securities pursuant to the Shelf Registration Statement may be effected in the form of a firm commitment underwritten offering; provided that the Company shall not be obligated to cooperate with the Designated Holders hereunder in connection with more than three such Holders underwritten offerings or in connection with any underwritten offering where the aggregate offering price is less than $2 million (calculated based upon the average of the Market Price of the Common Stock on three trading days prior to the date on which request for the underwritten offering is presented to the Company). The Company shall use its best efforts to cause such underwritten offering to occur and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(g). In connection with any underwritten offering, the methods Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of distribution elected the underwritten offering as agreed upon by the Company, the Approved Underwriter and the Underwriting Initiating Holders, and then only in such quantity as such underwriter believes will not jeopardize the success of such offering. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the Underwriting Initiating Holders and set forth the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the Initial Shelf Registration Statementunderwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, first, all of the Registrable Securities to be offered for the account ----- of the Designated Holders who requested inclusion of their Registrable Securities pursuant to this Section 5(a), pro rata based on the number of Registrable Securities owned by such Designated Holders; and second, any other ------ securities requested to be included in such offering. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as is practicable following the date of the meeting of shareholders called to consider the Requisite Shareholder Approvals but in any event by no later than 180 days from the date hereof (the "Effectiveness Deadline DateDeadline") that is one hundred eighty (180) days after the Issue Date), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the earlier of the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on Period or prior to the date ten (10) Business Days prior to such time a Subsequent Shelf Registration, as defined below, covering all of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of has been declared effective under the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementSecurities Act.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, SEC as soon as practicable but in any event by the date (the "Filing Deadline Date") no later than a date which is ninety (90) days after the Issue Date (the “Filing Deadline Date, ”) a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than non-Blue Sky laws that are not generally applicable to all such holders). None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline DateFILING DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration StatementSHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration StatementINITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline DateEFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after the Issue Date, and and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement; provided, however, that if that if the proposed transactions contemplated by the Acquisition Agreement (including the ancillary agreements thereto) and the Stock Purchase Agreement (each as defined in the Offering Memorandum relating to the Preferred Stock dated April 29, 2003 (the "OFFERING MEMORANDUM")) are consummated, any party under any such agreements will not, if required under registration rights granted to such any party by the Company pursuant to such agreements, be prohibited from including such shares of Common Stock for registration in any Subsequent Shelf Registration Statement required to be filed under Section 2(b). The Company shall use commercially reasonable efforts to seek a waiver from such parties prior to including such shares of Common Stock for registration in such Subsequent Shelf Registration Statement.

Shelf Registration. (a) The Company and each Guarantor shall prepare and file file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety that is one hundred and twenty (90120) days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "Initial Shelf Registration Statement"rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-1 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with the methods any reasonable method of distribution elected by such Holders; provided that if the Holders Company and set forth in the Guarantors are then eligible to file an Initial Shelf Registration StatementStatement on form S-3ASR, the Company shall file such Initial Shelf Registration Statement on such form. The Company and the Guarantors shall use its their reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one two hundred eighty ten (180210) days after the Issue Date, Date and to (ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or at least five (5) business days prior to the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten that is five (105) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None The Company shall be deemed not to have used its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act during the requisite period if it voluntarily takes any action that would result in the Holders not being able to offer and sell the Registrable Securities during that period, unless (i) such action is required by applicable law, or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company's security holders (other than obligations hereunder), including, but not limited to, the Holders acquisition or divestiture of Registrable Securitiesassets, so long as the Company promptly thereafter complies with the requirements of Section 2(c) shall have the right to include any of the Company's securities in the Shelf Registration Statementhereof, if applicable.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "rules and regulations of the SEC, then registering all Registrable Securities held by Notice Holders) (the “Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-1 or S-3 or another appropriate form permitting the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by the Holders Holders, approved by the Company, and set forth in the Initial Shelf Registration StatementStatement (provided, however, that in no event will such methods of distribution take the form of an underwritten offering of Registrable Securities without the Company’s prior agreement). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration StatementStatement (as hereinafter defined)) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or prior to before the fifth Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None Notwithstanding anything herein to the contrary, in no event shall Registrable Securities be offered and sold pursuant hereto through a Shelf Registration Statement pursuant to an underwritten offering without the prior written agreement of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company and the Guarantor shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written consent of the Company and the Guarantor (such consent to be withheld or granted in the Company's and the Guarantor's sole and absolute discretion). The Company and the Guarantor shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by no later than the date (the "Effectiveness Deadline Date") that is one one-hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or and/or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with a Shelf Registration Statement providing for the SEC, as soon as practicable but in any event sale by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities then owned by Holder within thirty (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (18030) days after the Issue Datereceipt of a 2000 Put Notice, 2001 Put Notice and/or a 2002 Put Notice, as the case may be, and shall use its best efforts to have such Shelf Registration Statement declared effective by the SEC within 90 days of receipt of such 2000 Put Notice, 2001 Put Notice and/or 2002 Put Notice, as the case may be. No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 10 Business Days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its best efforts to keep the Initial Shelf Registration Statement continuously effective and the Prospectus usable for resales during the Rule 144(k) Period (subject to extension pursuant to the provisions of this paragraph), or any Subsequent for such shorter period which will terminate when all of the Securities covered by the Shelf Registration StatementStatement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (the"Effectiveness Period"); provided, however, that up to 60 days on not more than two occasions in any twelve-month period (any such period being referred to herein as a "Blackout Period"), the Company shall be permitted to suspend sales of Securities: (i) continuously effective under if the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder no longer effective or the Prospectus is no longer usable for resales due to a good faith determination by the Company that became a Notice Holder on or prior the sale of the Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of material non-public information that the Company has a bona fide business purpose for preserving as confidential or (ii) if the Company is engaged in or has completed an underwritten public offering and the underwriters' lock-up period with respect to sales of common stock (or securities convertible into common stock) has not expired; provided, however, that to the extent such Holder together with any Affiliate owns less than 5% of the Company's outstanding classes of common stock, the Company shall have no right to suspend sales of Securities in connection with underwriters' lock-up periods. No Blackout Period may commence fewer than 60 days following (i) the expiration of a preceding Blackout Period, or (ii) the date ten (10) on which the Securities are issued by the Company. Each Holder agrees that it shall give the Company notice of not less than 5 Business Days prior to such time disposing of effectiveness shall be named as a selling securityholder in any Registered Securities under the Initial Shelf Registration Statement and so that the related Prospectus Company may make any determination to suspend sales of Securities as contemplated in such a manner as to permit such the preceding sentence. In addition, each Holder to deliver such Prospectus to purchasers agrees that it shall not dispose of Registrable Securities under the Shelf Registration Statement in accordance with applicable lawany underwritten offering by one or more Holders of less than an aggregate of $20 million of Registrable Securities determined on the price per share offered to the public. None The Company will, upon the effectiveness of a Shelf Registration Statement, provide to each Holder a reasonable number of copies of the Company's security holders (Prospectus which is a part of the Shelf Registration Statement, and, at that time, notify each such Holder that the Shelf Registration Statement has become effective and take such other than actions as are required to permit unrestricted resales of the Registrable Securities. The Company further agrees to supplement or amend the Shelf Registration Statement if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Securities) shall have Securities copies of any supplement or amendment to the right to include any of Prospectus promptly after its being used or filed with the Company's securities in the Shelf Registration StatementSEC.

Shelf Registration. (a) The Subject to the provisions of Section 3, the Company agrees that it shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by no later than the date that is 10 months after the closing of the Transaction, a registration statement (the "Filing Deadline DatePre-Exercise Registration Statement") ninety (90) days after on any form for which the Issue Date, a Registration Statement Company then qualifies and the Company considers appropriate and which is available for an offering to be made on a delayed or continuous basis resales of the Restricted Stock pursuant to Rule 415 of the General Rules and Regulations of the SEC promulgated under the Securities Act or, in the event that the SEC does not permit the Company to register the Restricted Stock pursuant to the Registration Statement prior to the exercise of the Warrants, the Company agrees that, upon written notice from JEDI, it shall prepare and file a registration statement (a the "Shelf Post-Exercise Registration Statement") registering on any form for which the resale from time to time by Holders thereof of all Company then qualifies and the Company considers appropriate and which is available for resales of the Registrable Restricted Stock pursuant to Rule 415 of the General Rules and Regulations of the SEC promulgated under the Securities Act (the Pre-Exercise Registration Statement and the Post-Exercise Registration Statement are collectively referred to as the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration Subject to the provisions of such Registrable Securities for resale by such Holders in accordance with Section 3, the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall further agrees to use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under as soon as practicable thereafter and to use its reasonable efforts to cause the Securities Act as promptly as Registration Statement to continue to be effective until the earlier of (i) the date that is practicable but the third anniversary of the closing of the Transaction and (ii) the first date on which there are not remaining any shares of Restricted Stock. Prior to the filing of either the Pre-Exercise Registration Statement or the Post-Exercise Registration Statement, the Company shall request from each Holder the number of shares of Restricted Stock desired to be included in any event such Registration Statement by such Holder; provided that the Company shall only be required to include in the Post-Exercise Registration Statement shares of Restricted Stock that have been issued by the date Company pursuant to the exercise of Warrants prior to the filing of the Post-Exercise Registration Statement. Subject to the provisions of this Section 2 and of Section 3 below, the Company will include in the Registration Statement all shares of Restricted Stock with respect to which the Company has received written requests for inclusion therein within twenty (the "Effectiveness Deadline Date") that is one hundred eighty (18020) days after the Issue Date, and to keep receipt by the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each applicable Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than notice. Each such request from a Holder will specify the number of shares of Restricted Stock to be registered. Unless the Holder or Holders of Registrable Securities) a majority of the Restricted Stock to be registered in the Registration Statement shall have consent in writing, the right to Company shall not include any of other securities under the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company Issuer shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") that is ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company Issuer shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and and, subject to Section 3(h), to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None No holders of a security issued by the Company's security holders Issuer (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities such security in the Shelf Registration Statement. On or after the date hereof, the Issuer agrees to use its reasonable best efforts to obtain a waiver from Getty Investments L.L.C. ("Getty Investments") to comply with the foregoing, if necessary, with respect to the registration rights of Getty Investments pursuant to the Registration Rights Agreement, dated February 9, 1998, between Getty Investments and the Issuer.

Shelf Registration. (a) The Subject to the conditions of this Section 2, the Company shall prepare and file or cause to be prepared not earlier than the first anniversary of the Closing Date and filed with the SEC, as soon as practicable but in any event by the date not later than thirteen (the "Filing Deadline Date"13) ninety (90) days months after the Issue Closing Date, a Registration Statement “shelf” registration statement with respect to the resale of the Registrable Shares not previously registered pursuant to Sections 3 or 4 hereof by the Investors on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of under the Securities Act (a "the “Resale Shelf Registration Statement"”) registering and permitting the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale Shares by such Holders Investors in accordance with the methods of distribution elected by the Holders and set forth in the Initial Resale Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to cause the Initial Resale Shelf Registration Statement to be declared effective under by the Securities Act Commission as promptly as is reasonably practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Datefiling thereof, and and, subject to Section 11, to keep the Initial such Resale Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under for a period ending when all shares of Common Stock covered by the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Resale Shelf Registration Statement is declared effective, each Holder are no longer Registrable Shares. Each Investor that became has delivered a duly completed and executed Notice Holder and Questionnaire to the Company on or prior to the date ten (10) Business Days business days prior to such time the date of effectiveness of the Resale Shelf Registration Statement shall be named as a selling securityholder in the Initial Resale Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with prospectus. If required by applicable law. None , subject to the terms and conditions hereof, after effectiveness of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Resale Shelf Registration Statement, the Company shall file a supplement to such prospectus or amendment to the Resale Shelf Registration Statement as necessary to name as selling securityholders therein any other Investors that provide to the Company a duly completed and executed Notice and Questionnaire subsequent to ten (10) business days prior to the initial date of effectiveness, and shall use commercially reasonable efforts to cause any post-effective amendment to such Resale Shelf Registration Statement filed for such purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof; provided, however, that the Company shall not be obligated to file any such prospectus supplement or post-effective amendment more frequently than every three months.

Shelf Registration. (a) The Company and the Guarantors shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by SEC no later than a date which is ninety (90) days after the date Issue Date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantors shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by no later than the date (the "Effectiveness Deadline Date") that is one one-hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Each Holder that became a Notice Holder on or prior to the date ten (10) 10 Business Days prior to such the time of effectiveness that the Initial Shelf Registration Statement became effective shall be named as a selling securityholder security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable lawlaw (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. In the event that (ai) The Company shall prepare and file the Exchange Offer Registration provided in Section 2(a) above is not available to any Holder or cause to may not be prepared and filed with the SEC, consummated as soon as practicable but after the last day of the Exchange Period because, in either case, it would violate applicable securities laws or because the applicable interpretations of the staff of the Commission would not permit the Company to effect the Exchange Offer, or (ii) the Exchange Offer is not for any other reason consummated within 120 days of the Closing Date, each of the Issuers shall, at its cost, cause to be filed with the Commission as promptly as practicable after such determination or date, as the case may be, and, in any event event, on or prior to the earlier of (A) 120 days from the Closing Date or (B) 60 days thereafter, a Shelf Registration Statement providing for the sale by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Securities, and shall use its best efforts to cause such Shelf Registration Statement shall be declared effective by the Commission on Form S-3 or another appropriate form permitting registration prior to 90 days after such determination or date. No Holder of such Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Commission to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for resale inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed in the applicable Shelf Registration Statement or Prospectus included therein by the rules and regulations of the Commission applicable to the Shelf Registration Statement in order to make the information previously furnished to the Company by such Holders in accordance with Holder not materially misleading. Each of the methods Issuers agrees, subject to applicable law or applicable interpretation of distribution elected by the Holders and set forth in staff of the Initial Shelf Registration Statement. The Company shall Commission, to use its reasonable best efforts to cause keep the Initial Shelf Registration Statement continuously effective, supplemented and amended under the Act for a period ending on the earlier of the date two years from the Closing Date (subject to extension pursuant to the last paragraph of Section 3) or when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be declared effective under the Securities Act as promptly as is practicable but in any event by the date outstanding (the "Effectiveness Deadline DatePeriod") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration ). Each of the Effectiveness PeriodIssuers shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. At The Company will, in the time the Initial event a Shelf Registration Statement is declared effective, provide to each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None copies of the Company's security holders (other than the Holders prospectus which is a part of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement has become effective and take certain other actions as are customary to permit resales of the Registrable Securities covered by the Shelf Registration Statement. Each of the Issuers further agrees, if necessary, to use its reasonable best efforts to supplement or amend the Shelf Registration Statement, if required by the Act or the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by any other rules and regulations thereunder for shelf registrations, or if reasonably requested by the Majority Holders, and the Company agrees to furnish to the Holders copies of any such supplement or amendment promptly after its being used or filed with the Commission.

Shelf Registration. (a) The Company shall prepare and agrees to file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, Commission a Registration Statement for an offering to be made on a delayed or continuous basis ------------------ resale shelf registration statement pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering Act, or similar rule that may be adopted by the resale from time to time by Holders thereof of all of the Registrable Securities Commission (the "Initial Shelf ----- Registration"), that shall include all Registrable Securities, at a time and in ------------ a manner reasonably designed to cause the Shelf Registration Statement")to be declared effective by the Commission prior to the second anniversary of the date of this Agreement. The Initial "Plan of Distribution" section of the Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected permit sales by the Holders and set forth in the Initial Shelf Registration Statementprivately negotiated purchases, underwritten offerings, secondary distributions, block trades, ordinary brokerage transactions or a combination of such methods of sale. The Company shall will use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly soon as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days reasonably possible after the Issue Date, and filing. The Company will use its reasonable best efforts to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective until the earliest of (a) the date when all of the Registrable Securities covered thereby are issued or sold thereunder, (b) the date when all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities or (c) the first date on which all of the Common Shares covered thereby could, in the opinion of counsel for the Company, be sold in any three month period pursuant to Rule 144 under the Securities Act until or any successor rule thereto (the expiration of the Effectiveness "Shelf ----- Registration Period"). At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on The Company further agrees to supplement or prior make ------------------- amendments to the date ten (10Shelf Registration, if required by the rules, regulations or instructions applicable to the registration form utilized by the Company or by the Securities Act or rules and regulations thereunder for the Shelf Registration. No provision of this Section 2(a) Business Days prior shall require the Company to file a registration statement on any form other than Form S-3 or a successor form thereto. Notwithstanding this Section 2(a), the Company shall not be obligated to take any action to effect any Registration, qualification or compliance pursuant to this Section 2(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such time of effectiveness shall be named as a selling securityholder in Registration, qualification or compliance, unless the Initial Shelf Registration Statement and the related Prospectus Company already is subject to service in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statementjurisdiction.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its all reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by on or before the date (the "“Filing Deadline Date"”) ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement, subject to the limitations set forth in Section 8(j). The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by on or before the date (the "“Effectiveness Deadline Date"”) that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "“Filing Deadline Date"”) ninety that is one hundred thirty (90130) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of (the Securities Act (a "“Shelf Registration Statement"”) registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form (including, without limitation, Form S-1) permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "“Effectiveness Deadline Date"”) that is one two hundred eighty ten (180210) days after the Issue Date, and and, to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities held by it covered by such Initial Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder. None of the Company's ’s security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date Securities and Exchange Commission (the "“Commission”) in no event later than 90 days (such 90th day being a “Filing Deadline Date"Deadline”) ninety (90) days after the Issue latest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the “Closing Date”), a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) (a "“Shelf Registration Statement") ”), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the "“Initial Shelf Registration Statement"”). The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its all commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is within one hundred and eighty (180) days after the Issue Closing Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the expiration prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been transferred pursuant thereto or Rule 144 under the Securities Act, or any successor rule thereof, (ii) are, with respect to such securities held by non-affiliates of the Company, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof or (iii) have ceased to be outstanding (such period, the “Effectiveness Period”). Subject to Section 2(h) hereof, the Company shall be deemed not to have used all commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a who has provided the Company with an appropriately completed Notice Holder and Questionnaire (as defined herein) on or prior to the date ten five (105) Business Days prior to such time of effectiveness and who holds Registrable Securities, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders ’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date Securities and Exchange Commission (the "“Commission”) in no event later than 90 days (such 90th day being a “Filing Deadline Date"Deadline”) ninety (90) days after the Issue latest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the “Closing Date”), a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”) (a "“Shelf Registration Statement") ”), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the "“Initial Shelf Registration Statement"”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Registrable Securities (as defined herein) held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all provisions of this Agreement applicable to such Holder, it being agreed that a Notice and Questionnaire (as defined herein) signed by a Holder shall suffice for this purpose. The Initial Shelf Registration Statement shall be on Form S-3 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with Rule 415 under the Securities Act and the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement (which shall be substantially as set forth in the Notice and Questionnaire). The Company shall use its commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is within one hundred and eighty (180) days after the Issue Closing Date (the “Effectiveness Deadline Date”), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the expiration prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities, for a period of two years (or for such longer period if extended pursuant to Section 2(h) below) from the date of the filing of the Shelf Registration Statement or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are, with respect to such securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144(k) under the Securities Act, or any successor rule thereof (such period, the “Effectiveness Period”). Subject to Section 2(b)(vi) hereof, the Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is (i) required by applicable law or (ii) upon the occurrence of any event contemplated by Section 2(b)(v) or (vi) below, such action is taken by the Company in good faith and the Company thereafter complies with the requirements of Section 2(h) hereof. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a who has provided the Company with an appropriately completed Notice Holder and Questionnaire (as defined herein) on or prior to the date ten five (105) Business Days prior to such time of effectiveness and who holds Registrable Securities, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus prospectus in such a manner as to permit such Holder to deliver such Prospectus prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders ’s securityholders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's ’s securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file file, or cause to be prepared and filed filed, with the SEC, as soon as practicable but in any event by the date a Registration Statement (the "Filing Deadline DateInitial Shelf Registration Statement") ninety (90) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the "Initial Shelf Registration Statement"rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting provide for the registration of such Registrable Securities for resale by such Holders in accordance with the reasonable methods of distribution elected by indicated in their Notice and Questionnaires (provided, however, that in no event will such methods of distribution take the Holders and set forth form of an underwritten offering of Registrable Securities without the Company's prior written consent, which the Company may withhold in its sole discretion). In no event shall the Initial Shelf Registration StatementStatement be filed with the SEC prior to completion of the offering of the Notes contemplated by the Purchase Agreement. The Company shall use its reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, Date and to (ii) keep the Initial Shelf Registration Statement (or and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness PeriodPeriod (except to the extent permitted under Section 3(j)). At the time the Initial Shelf Registration Statement is declared effectivebecomes effective under the Securities Act, each Holder that became a Notice Holder on or prior to before the fifth (5th) Business Day before the date ten (10) Business Days prior to of such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None the Securities Act, assuming the accuracy of the Companyinformation in such Notice Holder's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration StatementNotice and Questionnaire.

Shelf Registration. (a) The Company shall prepare and file or the Trust shall, at their ------------------ cost, use their best efforts to (i) cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) SEC within 150 days after the Issue Date, Date a Shelf Registration Statement providing for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering sale by the resale from time to time by Holders thereof of all of the Registrable Securities Securities, (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of ii) cause such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event within 180 days of the Issue Date and (iii) keep such Shelf Registration Statement continuously effective for the Rule 144(k) Period (subject to extension pursuant to the last paragraph of Section 3 hereof) or for such shorter period which will terminate when all of the Registrable Securities covered by the date Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Deadline DatePeriod") that is one hundred eighty (180) ). -------------------- No Holder of Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Issue DateCompany and the Trust may, and after conferring with counsel with regard to keep information relating to Holders that would be required by the Initial SEC to be included in such Shelf Registration Statement (or Prospectus included therein, reasonably request for inclusion in any Subsequent Shelf Registration Statement) continuously effective under Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company and the Trust shall not permit any securities other than Registrable Securities Act until to be included in the expiration of Shelf Registration (but may conduct other shelf registrations and include other securities therein). The Company and the Effectiveness Period. At Trust will, in the time the Initial event a Shelf Registration Statement is declared effective, provide to each Holder that became a Notice reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder on when the Shelf Registration has become effective and use its best efforts to take certain other appropriate actions as are then required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, if necessary, to supplement or prior amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the date ten (10) Business Days prior to registration form used by the Company for such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the related Prospectus in such a manner as Company and the Trust agree to permit such Holder furnish to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have Securities copies of any such supplement or amendment promptly after its being used or filed with the right to include any of the Company's securities in the Shelf Registration StatementSEC.

Shelf Registration. (a) 2.1. The Company shall, at its sole cost and expense, file with the Commission and thereafter shall prepare and file or use its best efforts to cause to be prepared and filed with declared effective, not later than the SEC, as soon as practicable but in any event by the date earlier of (the "Filing Deadline Date"i) ninety (90) calendar days after the Issue Dateissuance of Series C Cumulative Convertible Participating Preferred Stock, par value $1.00, of the Company and (ii) one hundred and eighty (180) calendar days after the date of this Agreement, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of registration statement (the Securities Act (a "Shelf Registration Statement") registering ), on a Form S-3 or any successor form thereto, if the resale Company is then eligible to use such form, relating to the offer and sale of Registrable Securities by the Holders thereof, from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders time, in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder of Registrable Securities shall be entitled to have its Registrable Securities covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. 2.2. The Company shall use its reasonable best efforts to cause keep the Initial Shelf Registration Statement Continuously Effective in order to permit the prospectus included therein to be declared effective under the Securities Act as promptly as is practicable but in any event lawfully delivered by the date (Holders of Registrable Securities until all the "Effectiveness Deadline Date") that is one hundred eighty (180) days after Registrable Securities covered by the Issue Date, and Shelf Registration Statement have been sold pursuant thereto. The Company shall be deemed not to have used its best efforts to keep the Initial Shelf Registration Statement (or Continuously Effective during the requisite period if it voluntarily takes any Subsequent Shelf Registration Statement) continuously effective under the action that would result in Holders of Registrable Securities Act until the expiration covered thereby not being able to offer and sell such Registrable Securities during that period, unless such action is required by applicable law. 2.3. Notwithstanding any other provisions of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior this Agreement to the date ten (10) Business Days prior to such time of effectiveness contrary, the Company shall be named as a selling securityholder in cause the Initial Shelf Registration Statement and the related Prospectus in such a manner prospectus and any amendment or supplement thereto, as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders effective date of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement, amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Section 3.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety one hundred twenty (90120) days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementHolders. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety which is the first business day on or after the ninetieth (9090th) days day after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that which is the first business day on or after one hundred eighty and eightieth (180180th) days day after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At ; provided, however, that no Holder shall be entitled to have the time the Initial Registrable Securities held by it covered by such Shelf Registration Statement is declared effective, each unless such Holder that became shall have provided a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities Questionnaire in accordance with applicable lawSection 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement.

Shelf Registration. (a) The Company shall prepare will prepare, file (to the extent not previously filed) and file or use its reasonable best efforts to cause to be prepared and filed with become effective no later than five (5) Business Days following the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days after the Issue First Lock-Up End Date, a Shelf Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial which Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement), registering for resale the Registrable Securities for resale by such Holders in accordance with under the methods of distribution elected Securities Act subject to compliance by the Holders and of the Registrable Securities with their obligations hereunder, including specifically those obligations set forth in Section 5.1(j). The plan of distribution indicated in the Initial Shelf Registration Statement will include all such methods of sale as any Holder may reasonably request in writing at least five Business Days prior to the filing of the Shelf Registration Statement and that can be included in the Shelf Registration Statement under the rules and regulations of the SEC. Until such time as all Registrable Securities cease to be Registrable Securities or the Company is no longer eligible to maintain a Shelf Registration Statement. The , the Company shall use its reasonable best efforts to cause the Initial keep current and effective such Shelf Registration Statement and file such supplements or amendments to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial such Shelf Registration Statement (or any Subsequent file a new Shelf Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement) when such preceding Shelf Registration Statement expires pursuant to the rules of the SEC) as may be necessary or appropriate to keep such Shelf Registration Statement continuously effective and useable for the resale of all Registrable Securities under the Securities Act until the expiration of the Effectiveness PeriodAct. At the time the Initial Any Shelf Registration Statement is when declared effective, each Holder that became effective (including the documents incorporated therein by reference) will comply in all material respects as to form with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a Notice Holder on material fact or prior omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company may satisfy its obligations with respect to the date ten (10) Business Days prior to such time filing of effectiveness shall be named as a selling securityholder in the Initial any Shelf Registration Statement by filing with the SEC and providing the related applicable Holders with a Prospectus in such supplement under a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None “universal” or other Shelf Registration Statement of the Company's security holders (other than Company that also registers sales of securities for the Holders of Registrable Securities) shall have the right to include any account of the Company's securities in the Shelf Registration StatementCompany or other holders.

Shelf Registration. (ai) The Company shall prepare and file or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date Within thirty (the "Filing Deadline Date") ninety (9030) days after the Issue Datedate on which a Holder of Registrable Securities shall so request (provided, that the Company is, at the time of receipt of such request, eligible to use a Form S-3 registration statement for secondary offerings of Registrable Securities) and for so long as there are Registrable Securities outstanding, the Company shall use its reasonable best efforts to ensure that the Company shall at all times have and maintain an effective Registration Statement for an offering a Shelf Registration covering the resale of all of the Registrable Securities requested to be made included by any Holder, on a delayed or continuous basis pursuant to Rule 415 of (the Securities Act (a "“Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"”). The Initial Company shall give written notice of the filing of any Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration at least fifteen (15) days prior to filing such Shelf Registration Statement to all Holders of such Registrable Securities for resale by and shall, upon receipt of a request from any Holder, include in such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration StatementStatement all Registrable Securities of each requesting Holder. The Company shall use its reasonable best efforts to cause maintain the Initial effectiveness of such Shelf Registration Statement in accordance with the terms hereof. The “Plan of Distribution” section of such Shelf Registration Statement shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers, Hedging Transactions, distributions to be declared effective under stockholders, partners or members of such Holders and sales not involving a public offering. (ii) From and after the Securities Act date that the Shelf Registration Statement is initially effective, as promptly as is practicable but after receipt of a request from a Holder, and in any event by the date within (the "Effectiveness Deadline Date"x) that is one hundred eighty ten (18010) days after the Issue Datedate such request is received by the Company or (y) if a request is so received during a Suspension Period, and to keep the Initial Shelf Registration Statement five (or any Subsequent Shelf Registration Statement5) continuously effective under the Securities Act until days after the expiration of such Suspension Period, the Effectiveness Period. At Company shall take all necessary action to cause the time the Initial Shelf Registration Statement is declared effective, each requesting Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers in connection with sales of such Registrable Securities to the US-DOCS\70473355 purchasers thereof in accordance with applicable law, which action may include: (A) if required by applicable law, filing with the Commission a post-effective amendment to the Shelf Registration Statement; (B) preparing and, if required by applicable law, filing a supplement or supplements to the related Prospectus or a supplement or amendment to any document incorporated therein by reference; (C) filing any other required document; or (D) with respect to a post-effective amendment to the Shelf Registration Statement that is not automatically effective, using its reasonable best efforts to cause such post-effective amendment to be declared or to otherwise become effective under the Securities Act as promptly as is practicable; provided that: (A) the Company may delay such filing until the date that is twenty (20) days after any prior such filing; (B) if the Shelf Registration Statement is not an Automatic Shelf Registration Statement and the Company has already made such a filing during the calendar quarter in which such filing would otherwise be required to be made, the Company may delay such filing until the tenth (10th) day of the following calendar quarter; and (C) if such request is delivered during a Suspension Period, the Company shall so inform the Holder delivering such request and shall take the actions set forth above upon expiration of the Suspension Period in accordance with Subsection 2.1(d). None (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company's security holders ’s Board of Directors, after consultation with counsel, it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (other than i) be expected to have a material adverse effect on any proposal or plan of the Holders Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction; (ii) require premature disclosure of Registrable Securitiesmaterial information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to include defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than forty five (45) days after the request of the Company's Initiating Holder is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities in the Shelf Registration Statement.for its own account or that of any other stockholder during such forty five (45) day period other than an Excluded Registration. (d)