Common use of Shelf Registration Clause in Contracts

Shelf Registration. (a) If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following the Consummation Deadline that Issuer or Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuers or any one of their Affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (iiiother than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuers cannot or do not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use at their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.cost:

Shelf Registration. (a) If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following or the Consummation Deadline that Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request, the Company and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company or any of their Affiliates, the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (iiiI) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use at their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.cost:

Shelf Registration. (a) If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law (consummated within 210 calendar days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Closing Date or (iiiii) any Holder of Transfer Restricted Registrable Notes that is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) shall notify the Company in writing within 30 days prior to the 20th calendar day following the Consummation Deadline that consummation of the Exchange Offer (A) that such Holder was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) that such Holder is a Participating Broker-Dealer and holds Notes acquired directly from the Company or one of its Affiliates (any of their Affiliatesthe events specified in (i), (ii) or (iii) being a “Shelf Registration Event”, and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to contemplated by Section 2(a) of this Agreement, as the Consummation Deadlinecase may be, then the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file with the Guarantors shall: (x) cause to be filedSEC as promptly as practicable after such Shelf Registration Event Date and, on or prior to in any event, within 45 calendar days after such Shelf Registration Event Date, or, if later, the earliest of (i) 120th calendar day after the date on which the Company determines that the Exchange Offer Closing Date, a Shelf Registration Statement canproviding for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not be filed as a result to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, Section 3 hereof or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"under this paragraph), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and in any event, on or prior before the 120th calendar day after the Shelf Registration Event Date or, if later, the 210th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to 90 include any of its Registrable Notes 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 15 calendar days after receipt of a request therefor, such information as the Filing Deadline 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, without request and as soon as practicable, 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 reasonable best efforts to keep the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company continuously effective and the Guarantors filed an Exchange Offer Registration Statement that satisfies Prospectus usable for resales for the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause earlier of: (x) above; provided that, in such event, the Company expiration of the Rule 144(k) Period and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To ) such time as all of the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities Notes covered by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (y) being the “Effectiveness Period”). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law (consummated within 225 calendar days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Closing Date or (iiiii) any Holder of Transfer Restricted Registrable Notes that is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) shall notify the Company in writing within 30 days prior to the 20th calendar day following the Consummation Deadline that consummation of the Exchange Offer (A) that such Holder was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) that such Holder is a Participating Broker-Dealer and holds Notes acquired directly from the Company or one of its Affiliates (any of their Affiliatesthe events specified in (i), (ii) or (iii) being a “Shelf Registration Event”, and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to contemplated by Section 2(a) of this Agreement, as the Consummation Deadlinecase may be, then the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file with the Guarantors shall: (x) cause to be filedSEC as promptly as practicable after such Shelf Registration Event Date and, on or prior to in any event, within 45 calendar days after such Shelf Registration Event Date, or, if later, the earliest of (i) 120th calendar day after the date on which the Company determines that the Exchange Offer Closing Date, a Shelf Registration Statement canproviding for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not be filed as a result to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, Section 3 hereof or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"under this paragraph), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and in any event, on or prior before the 120th calendar day after the Shelf Registration Event Date or, if later, the 225th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to 90 include any of its Registrable Notes 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 15 calendar days after receipt of a request therefor, such information as the Filing Deadline 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, without request and as soon as practicable, 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 reasonable best efforts to keep the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company continuously effective and the Guarantors filed an Exchange Offer Registration Statement that satisfies Prospectus usable for resales for the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause earlier of: (x) above; provided that, in such event, the Company expiration of the Rule 144 Period and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To ) such time as all of the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities Notes covered by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (y) being the “Effectiveness Period”). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Senior Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Senior Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Senior Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Subsidiary Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 days after the earliest of (i1) 30 days after the date on which the Company is notified by the Commission or otherwise determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, above and (ii2) 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 at the earliest possible time, but in no event later than 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in such event, the Section 5 below. The Company and the Subsidiary Guarantors shall remain obligated to use their reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate ending when all of the Transfer Restricted Securities covered by such Shelf Registration Statement available for sale thereunder have been sold pursuant thereto.

Shelf Registration. (a) If Subject to Section 6(c)(i), if (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable federal law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i6(a) below) or hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities shall notify Securities, such Holder notifies the Company in writing within 30 days prior to the 10th Business Day following Consummation of the Consummation Deadline Exchange Offer that (A) such Holder Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, was prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company or any one of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or then, upon such Holder’s request prior to the 10th Business Day following Consummation Deadlineof the Exchange Offer, then the Company and the Guarantors shall, subject to the Suspension Rights set forth in Section 6(c)(i) below, use commercially reasonable efforts to: (xi) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”)), relating to all Transfer Restricted Securities, ; and (yii) shall use their respective best efforts to cause such Shelf Registration Statement to become be declared effective on or prior to 90 by the Commission not later than 365 days after the Filing Deadline for Closing Date (or if such 365th day is not a Business Day, the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"next succeeding Business Day). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements Each of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best its commercially reasonable efforts to keep any such Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date, or one year following its effectiveness if such Shelf Registration Statement is filed at the request of a Holder or Holders, (in each case, as such time may be extended pursuant to Section 6(c)(i6(d) hereof)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretothereto or when all Initial Securities cease to be Transfer Restricted Securities.

Shelf Registration. (a) If (i) the Issuer and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following the Consummation Deadline that Issuer or Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuer or one of its Affiliates, then, upon such Holder’s request, the Issuer and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Issuer or any of their Affiliates, the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuer cannot or does not comply with the provisions of the foregoing clause within 20 Business Days of the later of (iiiI) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuer and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 150 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 150 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 180 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. (a) If (i) In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or SEC policy, (B) the Exchange Offer is not permitted by applicable law (consummated within 240 days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Issue Date or (iiC) any Holder of Transfer Restricted Securities shall notify notifies the Company in writing within 30 days following 20 Business Days after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in applicable law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company or any an affiliate of their Affiliates, the Company or (iiiD) the Holders of a majority of the Securities may not resell the Exchange Securities to be acquired by them in the Exchange Offer has not been Consummated to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in (A)-(D) being a "SHELF REGISTRATION EVENT"), then the Issuers shall, at the Company's cost, use their best efforts to file as promptly as practicable after the date of such Shelf Registration Event and, in any event, prior to the later of (1) 240 days after the Issue Date or (2) 30 days after such filing obligation arises, and use their best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to 60 days from the Consummation Deadline, then date the Shelf Registration Statement was first filed. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company and in writing such information as the Guarantors shall: (x) cause Company may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified included in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline Prospectus included therein, reasonably request for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, inclusion in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current or Prospectus included therein. Each Holder as required by and subject to which any Shelf Registration is being effected agrees to furnish to the provisions of Sections 6(b) and (c) hereof and in conformity Company all information with respect to such Holder necessary to make any information previously furnished to the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered Company by such Shelf Registration Statement have been sold pursuant theretoHolder not materially misleading.

Shelf Registration. (a) If (i) In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or SEC policy, (B) the Exchange Offer is not permitted by applicable law (consummated within 365 days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Issue Date, (iiC) any Holder of Transfer Restricted Securities shall notify Notes notifies the Company in writing Companies and the Guarantor within 30 days following 20 Business Days after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in applicable law or (B) such Holder SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds owns Transfer Restricted Notes acquired directly from either of the Company Companies or any an affiliate of their Affiliates, either of the Companies or (iiiD) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Companies and the Guarantor shall, at their own cost, use their reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not been Consummated a Business Day, on or prior to the Consummation Deadlinefirst Business Day thereafter) after such filing obligation arises, then and use their reasonable best efforts to cause the Company and the Guarantors shall: (x) cause Shelf Registration Statement to be fileddeclared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to 45 days the first Business Day thereafter) after such filing obligation arises; provided, however, that if the earliest of (i) Companies and the date on which the Company determines that Guarantor have not consummated the Exchange Offer Registration Statement canwithin 365 days (or if such 365th day is not be filed as a result of clause (a)(i) aboveBusiness Day, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadlinefirst Business Day thereafter) of the Issue Date, then the Consummation Deadline (such earliest date, Companies and the "FILING DEADLINE"), a shelf registration statement pursuant Guarantor will use their reasonable best efforts to Rule 415 under file with the Act (which may be an amendment SEC on or prior to the Exchange Offer 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement (providing for the "SHELF REGISTRATION STATEMENT")), relating to sale by the Holders of all of the Transfer Restricted SecuritiesNotes, and (y) shall use their respective reasonable best efforts to cause have such Shelf Registration Statement to be declared or become effective on effective, as applicable, under the Securities Act no later than 60 days (or prior to 90 days if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Filing Deadline for the such Shelf Registration Statement (was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such 90th day Holder furnishes to the "EFFECTIVENESS DEADLINE"). IfCompanies and the Guarantor in writing such information as the Companies and the Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, reasonably request for inclusion in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current or Prospectus included therein. Each Holder as required by and subject to which any Shelf Registration is being effected agrees to furnish to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act Companies and the policies, rules Guarantor all information with respect to such Holder necessary to make any information previously furnished to the Companies and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered Guarantor by such Shelf Registration Statement have been sold pursuant theretoHolder not materially misleading.

Shelf Registration. (a) If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following the Consummation Deadline that Issuer or Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuers or any one of their Affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (iiiother than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuers cannot or do not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Exchange Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowhereof have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from Holder, the Company or any of their Affiliatesshall, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineif, then and when, the Company and the Guarantors shall: is eligible to use Act Form S-3, (x) cause to be filed, filed on or prior to 45 180 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 180 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 270 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) abovehereof, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. (a) If (i) In the event that (A) filing the Exchange Offer Registration Statement would not be permitted by applicable law or SEC policy, (B) the Exchange Offer is not permitted by applicable law (consummated within 375 days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Issue Date, (iiC) any Holder of Transfer Restricted Securities shall notify Notes notifies the Company in writing within 30 days following 20 Business Days after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in applicable law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in applicable law or (B) such Holder SEC policy it may not resell the Exchange Notes to be acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds owns Transfer Restricted Notes acquired directly from the Company or any an affiliate of their Affiliates, the Company or (iiiD) the Majority Holders may not resell the Exchange Notes acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws (any of the events specified in (A)-(D) being a “Shelf Registration Event”), then the Company shall, at its own cost, use its reasonable best efforts to file the Shelf Registration Statement on or prior to 60 days (or if such 60th day is not been Consummated a Business Day, on or prior to the Consummation Deadlinefirst Business Day thereafter) after such filing obligation arises, then and use its reasonable best efforts to cause the Company and the Guarantors shall: (x) cause Shelf Registration Statement to be fileddeclared or become effective, as applicable, under the Securities Act on or prior to 180 days (or if such 180th day is not a Business Day, on or prior to 45 days the first Business Day thereafter) after the earliest of (i) the date on which such filing obligation arises; provided, however, that if the Company determines that has not consummated the Exchange Offer Registration Statement canwithin 375 days (or if such 375th day is not be filed as a result of clause (a)(i) aboveBusiness Day, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadlinefirst Business Day thereafter) of the Issue Date, then the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall Company will use their respective its reasonable best efforts to cause file with the SEC on or prior to the 405th day after the Issue Date (or if such 405th day is not a Business Day, on or prior to the first Business Day thereafter) a Shelf Registration Statement providing for the sale by the Holders of all of the Transfer Restricted Notes, and shall use its reasonable best efforts to have such Shelf Registration Statement to be declared or become effective on effective, as applicable, under the Securities Act no later than 60 days (or prior to 90 days if such 60th day is not a Business Day, no later than the first Business Day thereafter) after the Filing Deadline for the such Shelf Registration Statement (was first filed with the SEC. No Holder of Transfer Restricted Notes may include any of its Transfer Restricted Notes in any Shelf Registration pursuant to this Agreement unless and until such 90th day Holder furnishes to the "EFFECTIVENESS DEADLINE"). IfCompany in writing such information as the Company may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, reasonably request for inclusion in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current or Prospectus included therein. Each Holder as required by and subject to which any Shelf Registration is being effected agrees to furnish to the provisions of Sections 6(b) and (c) hereof and in conformity Company all information with respect to such Holder necessary to make any information previously furnished to the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered Company by such Shelf Registration Statement have been sold pursuant theretoHolder not materially misleading.

Shelf Registration. (a) If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC policy, (ii) the Exchange Offer is not for any Holder other reason declared effective under the Securities Act by the SEC within 180 days after the Closing Time, (iii) any holder of Transfer Restricted Securities shall notify notifies the Company in writing Issuer within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (Aa) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (b) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuer or any an affiliate of their Affiliates, the Issuer or (iiiiv) the holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, then the Issuer shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not been Consummated declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 210th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuer has consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Consummation Deadline (such earliest dateIssuer of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under Shelf Registration Statement providing for the Act (which may be an amendment sale by the Holders of all of the Registrable Securities affected thereby, and, to the Exchange Offer Registration Statement (extent not declared effective automatically by the "SHELF REGISTRATION STATEMENT"))SEC, relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the Filing Deadline for obligation to file the Shelf Registration Statement arises (such 90th day in the "EFFECTIVENESS DEADLINE"case of (B) above). IfNo Holder of 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 Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy which any Shelf Registration is being effected agrees to furnish to the requirements of clause (x) above; provided that, in Issuer all information with respect to such event, Holder necessary to make any information previously furnished to the Company and the Guarantors shall remain obligated Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following from the Closing Date, Time (or such shorter period as provided for in any amendment to Rule 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) or such shorter period that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. (a) If (i) If, because of any change in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company and the Guarantor determine after consultation with its outside counsel that the Company or the Guarantor is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 300 days following the Closing Date or (B) the Exchange Offer is not permitted by applicable law (completed within 365 days after the Company and Closing Date, (iii) if the Guarantors have complied Initial Purchaser is holding Private Exchange Securities issued with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted respect to Registrable Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating were not eligible to be exchanged for Exchange Securities in the Exchange Offer or if the Initial Purchaser does not receive freely tradable Exchange Securities in the Exchange Offer, upon the request of the Initial Purchaser, (iv) upon notice of any Holder (other than the Initial Purchaser) given to the Company or the Guarantor in writing within 35 days after the commencement of the Exchange Offer to the effect that (A) due to a change in law or SEC policy it is not entitled to participate in the Exchange Offer, (B) such Holder due to a change in law or SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Registrable Securities acquired directly from the Company or any the Guarantor or an “affiliate” of their Affiliates, the Company or the Guarantor (as such term is defined in Rule 405 under the 1000 Xxx) or (iiiv) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by them in the Exchange Offer has not been Consummated on or prior to the Consummation Deadlinepublic without restriction under the 1933 Act and without restriction under applicable blue sky or state securities laws, then in case of each of clauses (i) through (v) the Company and the Guarantors Guarantor shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use at their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.cost:

Shelf Registration. (a) If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following the Consummation Deadline that Issuer or Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuers or any one of their Affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (iiiother than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuers cannot or do not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Company and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 15 days following after the Consummation Deadline commencement of the Exchange Offer that such Holder (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus prospectus, and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Existing Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Subsidiary Guarantors shall: shall (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"), on or prior to the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "SHELF FILING DEADLINE"), relating to which Shelf Registration Statement shall provide for resales of all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become be declared effective by the Commission on or prior to 90 days before the 90th day after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th day ( the "SHELF EFFECTIVENESS DEADLINE"). If, after the The Company shall (and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(ashall cause each Subsidiary Guarantor to) above, the Company and the Guarantors are required use its best efforts to file and make effective a keep such Shelf Registration Statement solely because continuously effective, supplemented and amended as required by the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(iprovisions of Sections 6(b) above), then the filing and 6(c) of the Exchange Offer Registration Statement shall be deemed this Agreement to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement it is available for sales resales of Notes by the Holders of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant ensure that it conforms to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of at least (i) two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration becomes effective under the Act or (ii) such shorter period as that will terminate when all Transfer Restricted Securities the Notes covered by such the Shelf Registration Statement have been sold pursuant theretoto such Shelf Registration Statement.

Shelf Registration. (a) If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason declared effective under the Securities Act by the SEC within 180 days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Closing Time, (iiiii) any Holder of Transfer Restricted Securities shall notify notifies the Company in writing Issuer within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuer or any an affiliate of their Affiliatesthe Issuer, or (iiiiv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Notes acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not been Consummated declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 210th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuer has consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Consummation Deadline (such earliest dateIssuer of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under Shelf Registration Statement providing for the Act (which may be an amendment sale by the Holders of all of the Registrable Securities affected thereby, and, to the Exchange Offer Registration Statement (extent not declared effective automatically by the "SHELF REGISTRATION STATEMENT"))SEC, relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the Filing Deadline for obligation to file the Shelf Registration Statement arises (such 90th day in the "EFFECTIVENESS DEADLINE"case of (B) above). IfNo Holder of 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 Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy which any Shelf Registration is being effected agrees to furnish to the requirements of clause (x) above; provided that, in Issuer all information with respect to such event, Holder necessary to make any information previously furnished to the Company and the Guarantors shall remain obligated Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following six months from the Closing Date, Time or such shorter period as that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Notes, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Notes, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Notes if the aggregate principal amount of such Private Exchange Notes does not exceed $5,000,000.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 20 days following after the Consummation Deadline commencement of the Exchange Offer that such Holder (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus prospectus, and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Purchasers that hold Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"), on or prior to the earliest to occur of (1) the 45th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement or (2) the 45th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "SHELF FILING DEADLINE"), relating to which Shelf Registration Statement shall provide for resales of all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(c) of this Agreement, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become be declared effective by the Commission on or prior to 90 days before the 45th day after the Shelf Filing Deadline for the Deadline. The Company shall use its best efforts to keep such Shelf Registration Statement (such 90th day continuously effective, supplemented and amended as required by the "EFFECTIVENESS DEADLINE"). If, after the Company provisions of Sections 6(b) and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements 6(c) of Section 3(a) above, the Company and the Guarantors are required this Agreement to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement it is available for sales resales of Notes by the Holders of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant ensure that it conforms to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration becomes effective under the Act or such shorter period as that will terminate when all Transfer Restricted Securities the Notes covered by such the Shelf Registration Statement have been sold pursuant theretoto such Shelf Registration Statement.

Shelf Registration. (a) If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of any of the Company in writing within 30 days following Issuers or any of the Consummation Deadline that Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuers or one of its Affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of any of the Issuers or any of their Affiliates, the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuers cannot or do not comply with the provisions of the foregoing clause within 20 Business Days of the later of (iiiI) the date of receipt by the Issuers of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. No later than one hundred twenty (a120) If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of First Closing (i) as such term is defined in the date on which Securities Purchase Agreement), the Company determines that the Exchange Offer shall file a Registration Statement cannot for a Shelf Registration covering the resale of the Registrable Securities with the SEC for an offering to be filed as made on a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement continuous basis pursuant to Rule 415, or if Rule 415 under is not available for offers and sales of the Act Registrable Securities, by such other means of distribution of Registrable Securities as the Holder may reasonably specify (which may the “Initial Registration Statement”). The Initial Registration Statement shall be an amendment on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holder (the “Form S-3 Shelf”), or if the Company is not a Seasoned Issuer at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). Subject to the Exchange Offer Registration Statement (terms of this Agreement, including any applicable Suspension Period, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) Company shall use their respective best its commercially reasonable efforts to cause such the Shelf Registration Statement to become be declared effective on or prior to 90 days under the Securities Act as promptly as possible after the Filing Deadline for filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review, and provided, for any days during the period following the initial filing of the Shelf Registration Statement and prior to the effectiveness of the Shelf Registration Statement that the Commission is unable to review or declare effective registration statements filed with the Commission due to a shutdown or partial shutdown of the U.S. Government (such 90th day days, “Tolled Days”), the "EFFECTIVENESS DEADLINE"applicable number of days in such Review Period shall be extended by the number of Tolled Days), and shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including (the period during which the Company shall use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). IfThe Company shall notify the Holder by e-mail with electronic confirmation of the effectiveness of the Shelf Registration Statement as promptly as practicable, and in any event within twenty-four (24) hours, after the Company and telephonically or otherwise confirms effectiveness with the Guarantors filed an Exchange Offer Commission. The Company shall file a final Prospectus with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. Notwithstanding anything to the contrary contained herein, in the event the Commission informs the Company that satisfies all of the requirements Registrable Securities cannot, as a result of Section 3(athe application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform the Holder, (B) use its reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, and/or (C) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (B) or (C) above, the Company and the Guarantors are required will use its reasonable efforts to file and make effective a Shelf with the Commission, as promptly as allowed by the Commission, one or more Registration Statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement solely because (the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above“Remainder Registration Statements”), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy, (ii) the Exchange Offer is not for any other reason declared effective under the Securities Act by the SEC within 180 days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Closing Time, (iiiii) any Holder of Transfer Restricted Securities shall notify notifies the Company in writing Issuer within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuer or any an affiliate of their Affiliatesthe Issuer, or (iiiiv) the holders of a majority in aggregate principal amount of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at the Issuer’s cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not been Consummated declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 210th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuer has consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Consummation Deadline (such earliest dateIssuer of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under Shelf Registration Statement providing for the Act (which may be an amendment sale by the Holders of all of the Registrable Securities affected thereby, and, to the Exchange Offer Registration Statement (extent not declared effective automatically by the "SHELF REGISTRATION STATEMENT"))SEC, relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the Filing Deadline for obligation to file the Shelf Registration Statement arises (such 90th day in the "EFFECTIVENESS DEADLINE"case of (B) above). IfNo Holder of 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 Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy which any Shelf Registration is being effected agrees to furnish to the requirements of clause (x) above; provided that, in Issuer all information with respect to such event, Holder necessary to make any information previously furnished to the Company and the Guarantors shall remain obligated Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following six months from the Closing Date, Time or such shorter period as that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. (a) If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC policy, (ii) the Exchange Offer is not for any Holder other reason declared effective under the Securities Act by the SEC within 180 days after the Closing Time, (iii) any holder of Transfer Restricted Securities shall notify notifies the Company in writing Issuer within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (Aa) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (b) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuer or any an affiliate of their Affiliates, the Issuer or (iiiiv) the holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, then the Issuer shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not been Consummated declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 210th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuer has consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Consummation Deadline (such earliest dateIssuer of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Shelf Registration Statement (providing for the "SHELF REGISTRATION STATEMENT")), relating to sale by the Holders of all Transfer Restricted Securitiesof the Registrable Securities affected thereby, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the Filing Deadline for obligation to file the Shelf Registration Statement arises (such 90th day in the "EFFECTIVENESS DEADLINE"case of (B) above). IfNo Holder of 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 Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy which any Shelf Registration is being effected agrees to furnish to the requirements of clause (x) above; provided that, in Issuer all information with respect to such event, Holder necessary to make any information previously furnished to the Company and the Guarantors shall remain obligated Issuer by such Holder not materially misleading. The Issuer agrees to use its best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following from the Closing Date, Time (or such shorter period as provided for in any amendment to Rule 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) or such shorter period that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. (a) If Unless the credit rating assigned to NSC by both Rating Agencies falls below investment grade prior to any of the periods described in this Section 3(a), if (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Exchange Certificates because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i4(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes Certificates acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes Initial Certificates acquired directly from any of the Company or any one of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: shall (x) cause to be filed, on or prior to 45 60 days after the earliest of (i) the date on which the Company determines determine that they are not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) or 60 days after the date on which the Company receives receive the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), ) relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 3(b) hereof, and shall (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 within 120 days after the Filing Deadline for date on which the Company become obligated to file such Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 4(b) and (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(ac) above, the Company and the Guarantors are required hereof to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) 3(a), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years not more than one year (as extended pursuant to Section 6(c)(i4(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as that will terminate when all Transfer Restricted Securities the Certificates covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement.

Shelf Registration. (a) If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law (consummated within 300 calendar days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Closing Date or (iiiii) any Holder of Transfer Restricted Securities Registrable Notes shall notify the Company in writing within 30 days prior to the 20th calendar day following the Consummation Deadline that consummation of the Exchange Offer (A) that such Holder was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales resale by such Holder Holder, or (C) that such Holder is a Participating Broker-Dealer and holds Notes acquired directly from the Company or one of its Affiliates (any of their Affiliatesthe events specified in (i), (ii) or (iii) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to contemplated by Section 2(a), as the Consummation Deadlinecase may be, then the Company shall promptly notify the Holders in writing thereof and the Guarantors shall: (x) cause to be filed, on or prior to 45 at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 210 calendar days after the earliest of (i) the date on which the Company determines that the Exchange Offer such Shelf Registration Event Date, a Shelf Registration Statement canproviding for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not be filed as a result to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, Section 3 hereof or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"under this paragraph), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and in any event, on or prior before the 270th calendar day after the Shelf Registration Event Date or, if later, the 300th calendar day after the Closing Date. No Holder of Registrable Notes shall be entitled to 90 include any of its Registrable Notes 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 15 calendar days after receipt of a request therefor, such information as the Filing Deadline 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, without request and as soon as practicable, 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 reasonable best efforts to keep the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company continuously effective and the Guarantors filed an Exchange Offer Registration Statement that satisfies Prospectus usable for resales for the requirements earlier of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and expiration of the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause Rule 144(k) Period or (y). To ) such time as all of the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities Notes covered by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) or (y) being the "Effectiveness Period"). The Company shall not permit any securities other than Registrable Notes to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes covered thereby, a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes. The Company further agrees to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement or permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy, or (ii) with respect to any Holder of Transfer Restricted Securities shall notify Securities, such Holder notifies the Company in writing within 30 days prior to the 10th Business Day following the Consummation Deadline consummation of the Exchange Offer that such Holder (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company or any one of their its Affiliates, or (iiiD) is an Affiliate of the Company and will not receive the Exchange Securities in the Exchange Offer has not been Consummated on or prior to that may be freely transferred without restriction under the Consummation Deadlinefederal securities laws, then then, upon such Holder’s request, the Company and will use its commercially reasonable efforts to file with the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), Commission a shelf registration statement pursuant to Rule 415 under the Act (Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, “Shelf Registration Statement”) and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become be declared effective by the Commission on or prior to 90 days the 365th day after the Filing Deadline for day the obligation to file such Shelf Registration Statement arises (or if such 90th 365th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) aboveis not a Business Day, the Company and the Guarantors are required to file and make effective a next succeeding Business Day); provided that in no event will such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available provide for sales an underwritten offering of Transfer Restricted Securities without the prior consent of the Company, such consent not to be unreasonably withheld by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company. The Company and the Guarantors shall use their respective best its commercially reasonable efforts to keep any such Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, effective date of such Shelf Registration Statement (or such shorter period as that will terminate when all Transfer Restricted the Initial Securities covered by such Shelf Registration Statement have been sold pursuant theretocease to be Transfer Restricted Securities).

Shelf Registration. (a) If (i) the Company is not required to file an ------------------ Exchange Offer Registration Statement with respect to the New Senior Subordinated Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange New Senior Subordinated Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Senior Subordinated Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Subsidiary Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 90 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 90 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer ---------------------------- Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective commercially reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Subsidiary Guarantors shall remain obligated to use their respective best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period until the earlier of at least two years one year (as extended pursuant to Section 6(c)(i)) following the Closing Datedate on which such Shelf Registration Statement first becomes effective under the Act, or such shorter period as will terminate when date on which all Transfer Restricted Securities covered by registered under such Shelf Registration Statement have been sold pursuant theretoin the manner set forth in and as contemplated by the Shelf Registration Statement.

Shelf Registration. If (a) If prior to the consummation of the Exchange ------------------ Offer, applicable interpretations of the staff of the SEC do not permit the Issuers and the Guarantors to effect the Exchange Offer as contemplated herein, (ib) the Exchange Offer is not permitted by applicable law (after consummated within 210 days of the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Closing Date for any reason or (iic) any Holder of Transfer Restricted Securities shall notify the Company in writing Issuers within 30 days 20 Business Days following the Consummation Deadline consummation of the Exchange Offer that (Ai) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (Bii) such Holder (other than by reason of such Holder's status as an affiliate of any of the Issuers or the Guarantors) may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (Ciii) such Holder is a Brokerbroker-Dealer dealer and holds Notes Transfer Restricted Securities acquired directly from the Company Issuers or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company Issuers and the Guarantors shall: shall (x) cause to be filedprepare and file with the SEC, on or prior to 45 30 days after the earliest earlier of (i) the date on which the Company determines Issuers determine that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(ia) above, above and (ii) the date on which the Company receives Issuers receive the notice specified in clause (a)(iic) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline above (such earliest earlier date, the "FILING DEADLINEFiling Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINEShelf Registration Statement Effectiveness Target Date," and together with the Exchange Registration Statement Effectiveness Target Date, the "Effectiveness Target Dates"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a The Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy on Form F-3 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by the requirements of clause Holders in the manner or manners reasonably designated by them (x) above; provided thatincluding, in such eventwithout limitation, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (yone or more underwritten offerings). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof3, the Company Issuers and the Guarantors shall use their respective best efforts to keep any the Shelf Registration Statement required by this Section 4(acontinuously effective under the Securities Act until the earlier of (i) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following date which is 24 months after the Closing Date, or such shorter period as will terminate when (ii) the date that all Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant theretoin the manner set forth and as contemplated in the Shelf Registration Statement or (iii) there ceases to be outstanding any Transfer Restricted Securities (the "Effectiveness Period"). The Issuers and the Guarantors shall use their best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period by supplementing and amending the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration Statement, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities covered by such Registration Statement and by any underwriter of such Transfer Restricted Securities.

Shelf Registration. (a) If (i) the Exchange Offer is not permitted by applicable law (after the Company Issuer and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company Issuer in writing within 30 days 20 Business Days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company Issuer or any of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company Issuer and the Guarantors shall: (x) cause to be filed, on or prior to 45 90 days after the earliest earlier of (i) the date on which the Company Issuer determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, above and (ii) the date on which the Company Issuer receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest earlier date, the "FILING DEADLINEFiling Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted Securities, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 180 days after the Filing Deadline for the Shelf Registration Statement (such 90th 180th day the "EFFECTIVENESS DEADLINEEffectiveness Deadline"). If, after the Company Issuer and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company Issuer and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company Issuer and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company Issuer and the Guarantors shall use their respective reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If If: (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Issuer determines that it is not permitted to effect a Registered Exchange Offer as contemplated by Section 1 hereof; (ii) for any other reason a Registered Exchange Offer is not permitted consummated by applicable law (the 150th day after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or respective Notice Date (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) if such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement day is not appropriate or available for such resales a business day, the first business day thereafter and as extended by such Holder or any Delay Period (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliatesdefined below)), or (iii) the Purchaser so requests if it so determines that any Holder is not eligible to participate in any Registered Exchange Offer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in a Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in a Registered Exchange Offer has does not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed including as a result of the Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Certificates) (in the case of clause (a)(i) aboveiii), (iiiv) or (v), the Purchaser may make the determination or request at any time after the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or first written above and prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for expiration of the Shelf Registration Statement (Period and shall communicate such 90th day determination or request to the "EFFECTIVENESS DEADLINE"). IfIssuer in writing for the respective Registered Exchange Offer and, after in connection therewith, if such notice is given prior to the Company consummation of the respective Registered Exchange Offer, the Purchaser may request that the Issuer and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Class C Trustee cease performing their obligations under Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that1, in such which event, the Company Issuer's and the Guarantors shall remain obligated to use best efforts to meet Class C Trustee's obligations under Section 1, as well as any liabilities of the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Issuer under Section 4(a) and the other securities required to be registered therein pursuant 3 related to Section 6(b)(ii1, shall terminate with respect to such Registered Exchange Offer); (vi) hereofthe Purchaser holds Private Exchange Certificates received in connection with a Registered Exchange Offer; or (vii) the Issuer so elects, the Company and the Guarantors following provisions shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.apply:

Shelf Registration. (a) If In the event that (i) the Corporation, the Trust or the Majority Holders reasonably determine, after conferring with counsel, that the Exchange Offer Registration provided in Section 2(a) above is not permitted by available under applicable law (after and regulations and currently prevailing interpretations of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC, (ii) any Holder the Corporation shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty exists as to whether, consummation of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Subordinated Debentures or the Exchange Debentures (collectively, the "Debentures"), (y) interest payable by the Corporation on the Debentures not being deductible by the Corporation for United States federal income tax purposes or (Bz) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer Trust becoming subject to the public without delivering more than a prospectus and the Prospectus contained in de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not appropriate declared effective within 180 days of the Issue Date or available (iv) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if such Initial Purchaser is not permitted, in the opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i)-(iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Corporation and the Trust shall use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (which shall be no earlier than 75 days after the Issue Date), a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and shall use its best efforts to have such resales Shelf Registration Statement declared effective by the SEC as soon as practicable. 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 Corporation and the Trust in writing, within 15 days after receipt of a request therefor, such information as the Corporation and the Trust 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 Corporation and the Trust all information with respect to such Holder necessary to make the information previously furnished to the Corporation by such Holder or not materially misleading. The Corporation and the Trust agree to use their best efforts to keep the Shelf Registration Statement continuously effective and usable for resales for (Ca) such Holder is the Rule 144(k) Period in the case of a Broker-Dealer and holds Notes acquired directly from the Company or any of their AffiliatesShelf Registration Statement filed pursuant to Section 2(b)(i), (ii) or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iiib) if 270 days in the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements case of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein filed pursuant to Section 6(b)(ii2(b)(iv) hereof, the Company and the Guarantors shall use their respective best efforts (subject in each case to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject extension pursuant to the provisions last paragraph of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i3 hereof)) following the Closing Date, or for such shorter period as which will terminate when all Transfer Restricted of the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period"). The Corporation and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. In the event a Shelf Registration Statement is declared effective, the Corporation and the Trust will provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. The Corporation and the Trust will use their best efforts to take such other actions as are required to permit unrestricted resales of the Registrable Securities. The Corporation and the Trust further agree, 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 Corporation for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Corporation and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series D Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or if (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series D Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series C Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement; provided that if the Company has not consummated the Exchange Offer within 180 days of the Closing Date, then the Company will file the Shelf Registration Statement (such 90th day with the "EFFECTIVENESS DEADLINE")Commission on or prior to the 181st date after the Closing Date. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i6(d)) following the Closing Date, Date or such shorter period as that will terminate when all the Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or are eligible for sale under Rule 144(k) under the Act.

Shelf Registration. (a) If (i) If, because of any change in law or applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect the Exchange Offer is not permitted as contemplated by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i2(a) below) or hereof, (ii) if for any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that other reason (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder declared effective within 270 days following the Issue Date or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iiiB) the Exchange Offer has is not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to consummated within 45 days after the earliest effectiveness of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement provided that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of if the Exchange Offer Registration Statement shall be deemed to satisfy declared effective after such 270-day period or if the requirements of Exchange Offer shall be consummated after such 45-day period, then the Company's obligations under this clause (xii) above; provided thatarising from the failure of the Exchange Offer Registration Statement to be declared effective within such 270-day period or the failure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), (iii) if any Holder (other than an Initial Purchaser holding Notes under the circumstances referred to in clause (iv) below) is not eligible to participate in the Exchange Offer under applicable law or applicable interpretations of the staff of the Commission or elects to participate in the Exchange Offer but does not receive Exchange Notes which are freely tradeable without any limitations or restrictions under the 1933 Act or (iv) upon the request of any Initial Purchaser prior to the 90th day following the consummation of the Exchange Offer with respect to any Registrable Notes held by it, if such Initial Purchaser is not permitted, in such eventthe opinion of its counsel, pursuant to applicable law or applicable interpretations of the staff of the Commission, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and the securities or blue sky laws of any state of the United States or other jurisdiction (any of the events specified in (i), (ii), (iii) or (iv) being herein referred to as a "Shelf Registration Event" and the date of occurrence thereof being herein referred to as a "Shelf Registration Event Date"), the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereofshall, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.its cost:

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Exchange Bonds because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowhereof have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes Bonds acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from Holder, the Company or any of their Affiliatesshall, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then provided that the Company is then eligible to use Act Form S-3 and the Guarantors shall: subject to Section 12(l) hereof, (x) cause to be filed, filed on or prior to 45 90 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 90 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or above (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (each such earliest date, the a "FILING DEADLINEShelf Filing Date"), ) a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 180 days after the Shelf Filing Deadline for Date. Subject to Section 12(l) hereof, if the Company is not eligible to use Act Form S-3 on a Shelf Filing Date, then its obligation to file a Shelf Registration Statement (shall be deferred until the 30th day after the earliest time that such 90th day the "EFFECTIVENESS DEADLINE")eligibility is restored. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) abovehereof, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. No later than thirty (a30) If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which hereof, the Company determines that the Exchange Offer shall file a Registration Statement cannot for a Shelf Registration covering the resale of the Registrable Securities with the SEC for an offering to be filed as made on a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement continuous basis pursuant to Rule 415, or if Rule 415 under is not available for offers and sales of the Act Registrable Securities, by such other means of distribution of Registrable Securities as the Holder may reasonably specify (which may the “Initial Registration Statement”). The Initial Registration Statement shall be an amendment on Form S-3 (or any successor to Form S-3) covering the resale of all of the Registrable Securities held by the Holder (the “Form S-3 Shelf”), or if the Company is not a Seasoned Issuer at the time of filing, the Company shall file a Registration Statement for a Shelf Registration on Form S-1 (or any successor to Form S-1) (the “Form S-1 Shelf” and, together with the Form S-3 Shelf, the “Shelf Registration Statement”). Subject to the Exchange Offer Registration Statement (terms of this Agreement, including any applicable Suspension Period, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) Company shall use their respective best efforts to cause such the Shelf Registration Statement to become be declared effective on or prior to 90 days under the Securities Act as promptly as possible after the Filing Deadline for filing thereof, but in any event (x) no later than the fifteenth (15th) day following the filing of the Shelf Registration Statement in the event of no “review” by the Commission, (y) no later than the sixtieth (60th) day following the filing of the Shelf Registration Statement in the event of “limited review” by the Commission, or (z) in the event of a “full review” by the Commission, the one hundred and twentieth (120th) day following the filing of the Shelf Registration Statement (the number of days in (x), (y) and (z) each being a “Review Period,” depending on the nature of the Commission’s review, and provided, for any days during the period following the initial filing of the Shelf Registration Statement and prior to the effectiveness of the Shelf Registration Statement that the Commission is unable to review or declare effective registration statements filed with the Commission due to a shutdown or partial shutdown of the U.S. government (such 90th day days, “Tolled Days”), the "EFFECTIVENESS DEADLINE"applicable number of days in such Review Period shall be extended by the number of Tolled Days), and shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement are no longer Registrable Securities, including (the period during which the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in accordance with this clause (i), the “Shelf Period”). IfThe Company shall notify the Holder by e-mail with electronic confirmation of the effectiveness of the Shelf Registration Statement as promptly as practicable, and in any event within twenty-four (24) hours, after the Company and telephonically or otherwise confirms effectiveness with the Guarantors filed an Exchange Offer Commission. The Company shall file a final Prospectus with the Commission to the extent required by Rule 424. The “Plan of Distribution” section of such Shelf Registration Statement shall provide for all permitted means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. Notwithstanding anything to the contrary contained herein, in the event the Commission informs the Company that satisfies all of the requirements Registrable Securities cannot, as a result of Section 3(athe application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform the Holder, (B) file amendments to the Initial Registration Statement as required by the Commission and/or (C) withdraw the Initial Registration Statement and file a new Registration Statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (B) or (C) above, the Company and the Guarantors are required will use its reasonable efforts to file and make effective a Shelf with the Commission, as promptly as allowed by the Commission, one or more Registration Statements on Form S-3 or, if the Company is ineligible to register for resale the Registrable Securities on Form S-3, such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement solely because (the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above“Remainder Registration Statements”), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Issuers and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy; (ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or (iii) with respect to any Holder of Transfer Restricted Securities shall notify that is not an Affiliate of the Company in writing within 30 days following the Consummation Deadline that Issuer or Guarantors (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company Issuers or any one of their Affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall (1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act or a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Issuer or any of the Guarantors where no conditions of Rule 144 are then applicable (iiiother than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue) and (2) in the event the Issuers cannot or do not comply with the provisions of the foregoing clause within 20 Business Days of the later of (I) the date of receipt by the Issuer of such notice of such Holder and (II) the first to occur of the Exchange Offer has not been Consummated on or prior to Date and the Consummation Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company Issuers and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.:

Shelf Registration. (a) If To the extent not prohibited by any law or applicable SEC policy, in the event that (i) the Issuer is not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC policy, (ii) the Exchange Offer is not for any Holder other reason declared effective under the Securities Act by the SEC within 180 days after the Closing Time, (iii) any holder of Transfer Restricted Securities shall notify notifies the Company in writing Issuer within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (A1) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (2) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus Prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (C3) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuer or any an affiliate of their Affiliatesthe Issuer, or (iiiiv) the holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable “blue sky” or state securities laws, then in the case of any of (i) through (iv), the Issuer shall, at its cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 90 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the Exchange Offer Registration Statement is not been Consummated declared effective under the Securities Act by the SEC within 180 days after the Closing Time, then the Issuer shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 210th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuer has consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuer’s obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such cancellation shall not relieve the Consummation Deadline (such earliest dateIssuer of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under Shelf Registration Statement providing for the Act (which may be an amendment sale by the Holders of all of the Registrable Securities affected thereby, and, to the Exchange Offer Registration Statement (extent not declared effective automatically by the "SHELF REGISTRATION STATEMENT"))SEC, relating to all Transfer Restricted Securities, and (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 days after the Filing Deadline for obligation to file the Shelf Registration Statement arises (such 90th day in the "EFFECTIVENESS DEADLINE"case of (B) above). IfNo Holder of 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 Issuer in writing, within 10 days after receipt of a request therefor, such information as the Issuer may, after conferring with counsel with regard to information relating to Holders that would be required by the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy which any Shelf Registration is being effected agrees to furnish to the requirements of clause (x) above; provided that, in Issuer all information with respect to such event, Holder necessary to make any information previously furnished to the Company and the Guarantors shall remain obligated Issuer by such Holder not materially misleading. The Issuer agrees to use its reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following from the Closing Date, Time (or such shorter period as provided for in any amendment to Rule 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) or such shorter period that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the “Effectiveness Period”), provided, however, that with respect to the Private Exchange Securities, if issued, the Issuer shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuer shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Issuer 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 Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuer agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, if issued, the Issuer shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i6(a) below) or hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date and the Securities are not all Freely Tradable prior to such time, or (iii) prior to the Exchange Date: (A) the Initial Purchasers request from the Company with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer Restricted Securities shall notify such Holder notifies the Company in writing within 30 days following the Consummation Deadline that (Ai) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or Offer, (Bii) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (Ciii) such Holder is a Broker-Dealer and holds Notes Transfer Restricted Securities acquired directly from the Company or any one of their Affiliates, its affiliates or (iiiC) in the case of any Initial Purchaser, such Initial Purchaser notifies the Company it will not receive Freely Tradable Exchange Offer has not been Consummated on or prior to the Consummation DeadlineSecurities in exchange for Transfer Restricted Securities constituting any portion of such Initial Purchaser’s unsold allotment, then the Company and the Guarantors shall: shall (x) use their reasonable best efforts to cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such “Shelf Registration Statement to become effective Statement”) on or prior to 90 days the 30th day after the date such obligation arises but no earlier than the 366th day after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline for the Deadline”), which Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements shall provide for resales of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of all Transfer Restricted Securities by the Holders thereof entitled to of which shall have provided the benefit of this Section 4(a) and the other securities information required to be registered therein pursuant to Section 6(b)(ii4(b) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.; and

Shelf Registration. (a) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 2(a) above, and (A): (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof, or (ii) for any other reason the Registered Exchange Offer is not permitted consummated within 45 Business Days (or such longer period as required by applicable law law) of the Effectiveness Target Date (after or, if such 45th Business Day is not a Business Day, the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belownext succeeding Business Day) or the Exchange Offer Registration Statement is not declared effective within 240 days of the Issue Date (iior if such 240th day is not a Business Day, the next succeeding Business Day); or (B) any Holder of Transfer Restricted Securities shall notify notifies the Company in writing within 30 days prior to the 20th day following the Consummation Deadline that consummation of any Registered Exchange Offer that: (Ai) such Holder was it is prohibited by law or policy of the Commission policy from participating in the Registered Exchange Offer or Offer; (Bii) such Holder it may not resell the Exchange Notes New Securities acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Registered Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (Ciii) such Holder that it is a Broker-Dealer and holds Notes owns Securities acquired directly from the Company or any an affiliate of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) aboveCompany, the Company and the Guarantors are required to file and make effective shall effect a Shelf Registration Statement solely because in accordance with subsection (b) below provided that, if the Exchange Offer is not permitted Commission amends Rule 144 to permit non-Affiliates to resell freely Notes acquired in the Initial Placement (after taking into account any hedging activity that may have occurred, if applicable under applicable federal law (i.e., clause (a)(ithe amended Rule) above)after a period shorter than 240 days from the Issue Date, then the filing of the Exchange Offer no Shelf Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously filed or declared effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have Enterprise has complied with the procedures set forth in Section 6(a)(i) belowhereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company Enterprise in writing within 30 days prior to the 20th day following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company Enterprise or any of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors Enterprise shall: (x) cause to be filed, on or prior to 45 30 days after the earliest earlier of (i1) the date on which the Company Enterprise determines that the Exchange Offer Registration Statement need not or cannot be filed as a result of clause (a)(i) above, above and (ii2) the date on which the Company Enterprise receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline above (such earliest dateearlier date being, for purposes of this Section 4, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), ) relating to all Transfer Restricted Securities, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day being, for purposes of this Section 4, the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors Enterprise filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) abovehereof, the Company and the Guarantors are Enterprise is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided PROVIDED that, in such event, the Company and the Guarantors Enterprise shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y)) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors Enterprise shall use their respective its best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission Commission, as announced from time to time, for a period of at least two years (as extended pursuant due to events specified in Section 6(c)(i)) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If To the extent not prohibited by any law or ------------------ applicable SEC policy, in the event that (i) the Issuers are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC policy, (ii) the Exchange Offer is not for any Holder other reason consummated within 150 days after the Closing Time, (iii) any holder of Transfer Restricted Securities shall notify notifies the Company in writing within 30 days following after the Consummation Deadline commencement of the Exchange Offer that (Aa) such Holder was prohibited by due to a change in law or Commission SEC policy from participating it is not entitled to participate in the Exchange Offer Offer, (b) due to a change in law or (B) such Holder SEC policy it may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds Notes owns Securities acquired directly from the Company Issuers or any an affiliate of their Affiliates, the Issuers or (iiiiv) the holders of a majority in aggregate principal amount at maturity of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer has to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, then the Issuers shall, at their cost, file as promptly as practicable after such determination or date, as the case may be, and, in any event, prior to the later of (A) 60 days after the Closing Time or (B) 30 days after such filing obligation arises (provided, however, that if the -------- ------- Issuers have not been Consummated consummated the Exchange Offer within 150 days after the Closing Time, then the Issuers shall file the Shelf Registration Statement with the SEC on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days 180th day after the earliest of (i) Closing Time, unless the date on which the Company determines that Issuers have consummated the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline180th day after the Closing Time whereby the Issuers obligation to file a Shelf Registration Statement pursuant to clause (b)(ii) above shall be cancelled, provided, that such -------- cancellation shall not relieve the Consummation Deadline (such earliest dateIssuers of any obligation to pay Additional Interest, the "FILING DEADLINE"if Additional Interest is otherwise due and payable), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Shelf Registration Statement (providing for the "SHELF REGISTRATION STATEMENT")), relating to sale by the Holders of all Transfer Restricted Securitiesof the Registrable Securities affected thereby, and (y) shall use their respective best commercially reasonable efforts to cause such Shelf Registration Statement to become declared effective by the SEC as soon as practicable and, in any event, on or prior to 90 60 days after the Filing Deadline for obligation to file the Shelf Registration Statement (arises. No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such 90th day Holder furnishes to the "EFFECTIVENESS DEADLINE"). IfCompany in writing, within 10 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 Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer reasonably request for inclusion in any Shelf Registration Statement shall be deemed or Prospectus included therein. Each Holder as to satisfy the requirements of clause (x) above; provided that, in such event, which any Shelf Registration is being effected agrees to furnish to the Company and all information with respect to such Holder necessary to make any information previously furnished to the Guarantors shall remain obligated Company by such Holder not materially misleading. The Issuers agree to use its best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as provided for in any amendment to Rule 144(k) under the Securities Act (or any successor provision other than Rule 144A) upon the expiration of which securities are eligible for distribution to the public) from the Closing Time or such shorter period that will terminate when all Transfer Restricted the Registrable Securities covered by such the Shelf Registration Statement have been sold pursuant theretothereto (subject to extension pursuant to the last paragraph of Section 3 hereof) (the "Effective ness Period"), provided, however, --------------------- -------- ------- that with respect to the Private Exchange Securities the Issuers shall only be obligated to keep the Shelf Registration Statement effective, supplemented and amended for a period of 60 days. The Issuers shall not permit any securities other than Registrable Securities to be included in the Shelf Registra tion. The Issuers further agree, 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 Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. Notwithstanding the requirements contained in this Section 2(b), solely with respect to the Private Exchange Securities, the Issuers shall have no obligation to file or effect a Shelf Registration Statement registering such Private Exchange Securities, if the aggregate principal amount of such Private Exchange Securities does not exceed $5,000,000.

Shelf Registration. (a) If (i) the Company is not permitted to file ------------------ the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC policy, (ii) the Exchange Offer is not for any Holder other reason consummated by the Target Consummation Date, (iii) any holder of Transfer Restricted Securities shall notify Notes notifies the Company in writing within 30 days following the Consummation Deadline a specified time period that (Aa) such Holder was prohibited by due to a change in law or Commission policy from participating policy, in the opinion of counsel, it is not entitled to participate in the Exchange Offer Offer, (b) due to a change in law or (B) such Holder policy, in the opinion of counsel, it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and (x) the Prospectus prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder and (y) such prospectus is not promptly amended or modified in order to be suitable for use in connection with such resales for such holder and all similarly situated holders or (Cc) such Holder it is a Brokerbroker-Dealer dealer and holds owns Notes acquired directly from the Company or any an affiliate of their Affiliatesthe Company, (iv) the holders of a majority of the Notes may not resell the Exchange Notes acquired by them in the Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws or (iiiv) the Exchange Offer has shall not have been Consummated consummated within 150 days after the Issue Date (the date of any of (i)-(v), the "Shelf Registration Event Date"), then the Company shall, ----------------------------- at its cost, use its best efforts to cause to be filed a Shelf Registration Statement prior to the later of (A) 30 days after the Shelf Registration Event Date or (B) 120 days after the Issue Date and use its best efforts to cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the Consummation Deadline, then 60 days after such obligation arises. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company and the Guarantors shall: (x) cause all information with respect to be filed, on or prior such Holder necessary to 45 days after the earliest of (i) the date on which make any information previously furnished to the Company determines that the Exchange Offer Registration Statement canby such Holder not be filed as a result of clause (a)(i) above, (ii) the date on which the materially misleading. The Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior agrees to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for keep the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make continuously effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years from the Issue Date (as extended subject to extension pursuant to the last paragraph of Section 6(c)(i)3 hereof) following the Closing Date, (or such shorter period as that will terminate when all of the Transfer Restricted Securities Notes covered by such Shelf Registration Statement have been sold pursuant thereto) or cease to be outstanding (the "Effectiveness Period"); -------------------- provided, however, that the Effectiveness Period in respect of the 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. The Company shall not permit any securities other than Transfer Restricted Notes to be included in the Shelf Registration. 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 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 Transfer Restricted Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) If, because of any change in law or applicable interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer is not permitted as contemplated by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i2(a) below) hereof, or (ii) if for any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that other reason (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder declared effective within 120 days following the Closing Date or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iiiB) the Exchange Offer has is not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to consummated within 45 days after the earliest effectiveness of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot (provided that if the Exchange Offer Registration Statement shall be filed as a result of declared effective after such 120-day period or if the Exchange Offer shall be consummated after such 45-day period, then the Company’s obligations under this clause (a)(i) above, (ii) arising from the date on which failure of the Company receives Exchange Offer Registration Statement to be declared effective within such 120-day period or the notice specified in clause (a)(ii) abovefailure of the Exchange Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii) if any Holder delivers written representation to the Company that such Holder is not eligible to participate in the Exchange Offer has or validly elects to participate in the Exchange Offer but does not been consummated receive Exchange Securities which are freely tradeable without any limitations or restrictions under the 1933 Act, then the Company shall, at its cost: (A) use its commercially reasonable efforts to file with the SEC on or prior to (a) the Consummation Deadline180th day after the Closing Date or (b) the 60th day after any such filing obligation arises, the Consummation Deadline (such earliest date, the "FILING DEADLINE")whichever is later, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment Shelf Registration Statement relating to the Exchange Offer offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders of such Registrable Securities and set forth in such Shelf Registration Statement Statement; (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (yB) shall use their respective best its commercially reasonable efforts to cause such Shelf Registration Statement to become be declared effective on or prior to 90 days by the SEC as promptly as practicable, but in no event later than (a) the 225th day after the Filing Deadline for Closing Date or (b) the 105th day after an obligation to file with the SEC a Shelf Registration Statement (such 90th day arises, whichever is later. In the "EFFECTIVENESS DEADLINE"). If, after event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) above, the Company shall file and use its commercially reasonable efforts to have declared effective by the Guarantors filed SEC both an Exchange Offer Registration Statement that satisfies the requirements of pursuant to Section 3(a2(a) above, the Company with respect to all Registrable Securities and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of which may be a combined Registration Statement with the Exchange Offer Registration Statement shall be deemed Statement) with respect to satisfy the requirements offers and sales of Registrable Securities held by such Holder described in clause (xiii) above; provided that, in such event, the Company and the Guarantors shall remain obligated to (C) use best its commercially reasonable efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplementedsupplemented and amended as required, amended and current as required in order to permit the Prospectus forming part thereof to be usable by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, Holders for a period of at least two years one year after the latest date on which any Subordinated Notes are originally issued by the Company (as extended subject to extension pursuant to the last paragraph of Section 6(c)(i)3) following the Closing Dateor, or such shorter period as will terminate if earlier, when all Transfer Restricted of the Registrable Securities covered by such Shelf Registration Statement (i) have been sold pursuant theretoto the Shelf Registration Statement in accordance with the intended method of distribution thereunder, or (ii) cease to be Registrable Securities; and (D) notwithstanding any other provisions hereof, use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplements thereto comply in all material respects with the 1933 Act, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, 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 and (iii) any Prospectus forming part of any Shelf Registration Statement and any amendment or supplement to such Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, clauses (ii) and (iii) shall not apply to any statement in or omission from a Shelf Registration Statement or a Prospectus made in reliance upon and conformity with information relating to any Holder or Participating Broker-Dealer of Registrable Securities furnished to the Company in writing by such Holder or Participating Broker-Dealer, respectively, expressly for use in such Shelf Registration Statement or Prospectus. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its commercially reasonable efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as reasonably practicable thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Company and the Guarantors are not ------------------ required to file an Exchange Offer Registration Statement with respect to the Exchange Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer upon advice of outside counsel that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Subordinated Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) use their respective best efforts to cause to be filed, filed on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement Statement) (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the The Company and the Guarantors shall use their respective best efforts to keep any such Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefits as provided under this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, Date or such shorter period as that will terminate when all Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement.

Shelf Registration. (a) If (i) the Issuers are not permitted to file the Exchange Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law (after or applicable interpretation of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) SEC or (ii) any Holder holder of Transfer Restricted Securities shall notify a Note notifies the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by due to a change in law or Commission policy from participating it is not entitled to participate in the Exchange Offer or Offer, (B) such Holder due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (C) such Holder is a Broker-Dealer and it owns Notes (including any Initial Purchaser that holds Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company an Issuer or any an Affiliate of their Affiliates, an Issuer or (iii) any holder of Private Exchange Notes so requests after the consummation of the Private Exchange or (iv) the Issuers have not consummated the Exchange Offer has not been Consummated on or prior within 185 days after the Issue Date (each such event referred to in clauses (i) through (iv), a "SHELF FILING EVENT"), the Consummation Deadline, then the Company and the Guarantors shall: Issuers shall (x) promptly deliver to the holders and the Trustee notice thereof and (y) at their own expense cause to be filed, on or prior filed with the SEC pursuant to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), Rule 415 a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), ) as promptly as practicable and in any event prior to 60 days after such filing obligation arises relating to all Transfer Restricted SecuritiesNotes (the "SHELF REGISTRATION") the holders of which have provided the information required pursuant to Section 3(b) hereof (PROVIDED that if the Shelf Filing Event arises pursuant to clause (iv) above and the Exchange Registration Statement shall not have been filed or shall have been withdrawn, the Issuers shall file the Shelf Registration Statement on the 186th day after the Issue Date), and (y) shall use their respective best efforts to cause such have the Shelf Registration Statement to become declared effective by the SEC on or prior to 90 60 days after the Filing Deadline for filing thereof. In such circumstances, the Issuers shall use their best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, until (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(aA) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when may be established by any amendment to the two year period set forth in Rule 144(k) under the Securities Act) following the Issue Date or (B) if sooner, the date immediately following the date that all Transfer Restricted Securities Notes covered by such the Shelf Registration Statement have been sold pursuant theretothereto or otherwise cease to be Transfer Restricted Notes (the "EFFECTIVENESS PERIOD"); PROVIDED that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174; PROVIDED, FURTHER, that during any consecutive 365 day period, the Company may suspend the effectiveness of a Shelf Registration Statement, in the event that, and for up to two periods of up to 45 consecutive days, but no more than an aggregate of 60 days during any 365 day period (a "SHELF BLACKOUT PERIOD") if, (i) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Company'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) if the Company determines in good faith that (a) the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (b) the disclosure otherwise relates to a pending material business transaction which has not yet been publicly disclosed.

Shelf Registration. (a) If Parent shall (i) prepare and file, by no later than the Exchange Offer date that is 20 days after the date hereof (or the next Business Day thereafter if such 20th day is not a Business Day), a registration statement under the Securities Act to permit the public resale of the Registrable Securities from time to time, including as permitted by applicable law Rule 415 under the Securities Act (after or any similar provision then in force) with respect to all of the Company and Registrable Securities (the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline “Shelf Registration Statement”); provided however, that (A) if the Financial Statement Delivery Date occurs after the Financial Statement Due Date, such Holder was prohibited 20-day period shall be extended by law or Commission policy from participating the number of days in the Exchange Offer or period from the Financial Statement Due Date to the Financial Statement Delivery Date, and (B) such Holder may not resell if the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Financial Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or Delivery Date occurs prior to the Consummation DeadlineFinancial Statement Due Date, then such 20-day period shall be reduced by the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest lesser of (i1) the number of days in the period from the Financial Statement Delivery Date to the Financial Statement Due Date and (2) five days; and (ii) use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable thereafter but in no event later than the fifth Business Day after (A) the date on which the Company determines Staff informs Parent that it will not review the Exchange Offer Shelf Registration Statement cannot be filed as or (B) in the event of a result review by the Staff of clause (a)(i) abovethe Shelf Registration Statement, (ii) the date on which Parent is informed by the Company receives Staff that the notice specified in clause (a)(ii) above, or (iii) if Staff have no further comments on the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after Statement; provided however, that if Parent is a WKSI at the Filing Deadline for time of filing of the Shelf Registration Statement, Parent shall file the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed as an Exchange Offer Automatic Shelf Registration Statement that satisfies becomes effective upon filing with the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein SEC pursuant to Section 6(b)(iiRule 462(e) hereof, under the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretoAct.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Company determines that the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i6(a) below) or hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities shall notify such Holder notifies the Company in writing within 30 days prior to the 20th calendar day following Consummation of the Consummation Deadline Exchange Offer that (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) Holder, then, upon such Holder is a Broker-Dealer and holds Notes acquired directly from Holder’s request, the Company or any of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior shall use its commercially reasonable efforts to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT"))“Shelf Registration Statement”) to be filed and declared effective by the Commission on or prior to the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, relating to and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, (such earliest date being the “Shelf Filing Deadline”) which Shelf Registration Statement shall provide for resales of all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof. Notwithstanding the foregoing, in no event shall the Company be required to file a Shelf Registration Statement (and no Shelf Filing Deadline shall occur) prior to 365 days after the Closing Date (y) or if such 365th day is not a Business Day, the next succeeding Business Day). The Company shall use their respective best its commercially reasonable efforts to cause keep such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities who shall have provided the information required pursuant to Section 4(b) hereof and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following until all the Closing Date, or such shorter period as will terminate when all Transfer Restricted Initial Securities covered by such Shelf Registration Statement have been sold pursuant theretoto such Shelf Registration Statement or are freely tradeable pursuant to Rule 144(k) of the Securities Act. Notwithstanding anything to the contrary in this Agreement, at any time, the Company may delay the filing of any Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 120 days in the aggregate during any 12-month period (each, a “Shelf Suspension Period”), if the Company reasonably determines that the filing of any such Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Company, would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided that in no event shall the Company be required to disclose the business purpose for such suspension. Any Shelf Suspension Period pursuant to this Section 4(a) shall begin on the date specified in a written notice given by the Company to the Holders and shall end on the date specified in a subsequent written notice given by the Company to the Holders.

Shelf Registration. (a) If (i) AP Holdings is not required to file an Exchange Offer Registration Statement with respect to the New Senior Discount Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing AP Holdings within 30 days 20 Business Days following the Consummation Deadline Consumma- tion of the Exchange Offer that (A) such Holder was is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange New Senior Discount Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Senior Discount Notes acquired directly from the Company AP Holdings or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits respective affiliates, then the Company and the Guarantors shall: AP Holdings shall (x) cause to be filed, filed on or prior to the earlier of (1) 45 days after the earliest of (i) the date on which AP Holdings is notified by the Company Commission or otherwise determines that they are not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, above and (ii2) 45 days after the date on which the Company AP Holdings receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become be declared effective on or prior to 90 by the Commission at the earliest possible time, but in no event later than 120 days after the Filing Deadline for the date on which AP Holdings becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors AP Holdings has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are AP Holdings is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in requirements of clause (y)) above, or on the Effectiveness Target Date as defined in Section 5 below. To AP Holdings shall use its best effort to keep the Shelf Registration Statement discussed in this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate ending when all of the Transfer Restricted Securities covered by such Shelf Registration Statement available for sale thereunder have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Company is not required to file an ------------------ Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities Notes shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 days after the earliest of (i1) 90 days after the date on which the Company is notified by the Commission or otherwise determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, above and (ii2) 90 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesNotes the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 at the earliest possible time, but in no event later than 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in requirements of clause (y)) above, or on the Effectiveness Target Date as defined in Section 5 below. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the The Company and the Guarantors shall use their respective reasonable best efforts to keep any the Shelf Registration Statement required by discussed in this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Notes by the Holders thereof entitled to the benefit of this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as that will terminate when all Transfer Restricted Securities Notes covered by such the Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If Subject to Section 6(c)(i), if (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or consummate the Exchange Offer because the Exchange Offer is not permitted by applicable federal law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i6(a) below) or hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities shall notify Securities, such Holder notifies the Company in writing within 30 days prior to the 10th Business Day following Consummation of the Consummation Deadline Exchange Offer that (A) such Holder was Holder, alone or together with Holders who hold in the aggregate at least $1.0 million in principal amount of Transfer Restricted Securities, is prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) such Holder is a Broker-Dealer and holds Notes Initial Securities acquired directly from the Company or any one of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or then, upon such Holder’s request prior to the 10th Business Day following Consummation Deadlineof the Exchange Offer, then the Company and the Guarantors shall, subject to the Suspension Rights set forth in Section 6(c)(i) below, use commercially reasonable efforts to: (xi) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Securities Act, which may be an amendment to the Exchange Offer Registration Statement Statement, unless an effective shelf registration statement pursuant to Rule 415 under the Securities Act is already on file, provided that such shelf registration statement may be used to fully satisfy the Company’s obligations under the following paragraph, Section 6(b) and 6(c) (in any such event, the "SHELF REGISTRATION STATEMENT"“Shelf Registration Statement”)), relating to all Transfer Restricted Securities, ; and (yii) shall use their respective best efforts to cause such Shelf Registration Statement that is not already effective to become be declared effective on or prior to 90 by the Commission not later than 365 days after the Filing Deadline for Closing Date (or if such 365th day is not a Business Day, the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"next succeeding Business Day). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements Each of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best its commercially reasonable efforts to keep any such Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year following the Closing Date, or one year following its effectiveness if such Shelf Registration Statement is filed at least two years the request of a Holder or Holders, (in each case, as such time may be extended pursuant to Section 6(c)(i6(d) hereof)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretothereto or when all Initial Securities cease to be Transfer Restricted Securities.

Shelf Registration. (a) If (i) the Issuers are not required to file an Exchange Offer Registration Statement with respect to the New Senior Subordinated Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing Issuers within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange New Senior Subordinated Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Senior Subordinated Notes acquired directly from the Company Issuers or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlinerespective affiliates, then the Company Issuers and the Subsidiary Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 days after the earliest of (i1) 30 days after the date on which the Company Issuers are notified by the Commission or otherwise determines that they are not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, above and (ii2) 30 days after the date on which the Company receives Issuers receive the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 at the earliest possible time, but in no event later than 120 days after the Filing Deadline for date on which the Issuers become obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors Issuers have filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors Issuers are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in such event, the Company Section 5 below. The Issuers and the Subsidiary Guarantors shall remain obligated to use their respective reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate ending when all of the Transfer Restricted Securities covered by such Shelf Registration Statement available for sale thereunder have been sold pursuant thereto; provided, however, the Issuers shall not be required to keep such Shelf Registration Statement effective where the only Transfer Restricted Securities which have not been sold pursuant to the Shelf Registration Statement are Transfer Restricted Securities held by Holders who would not have been able to trigger the Issuers' Shelf Registration Statement filing obligations pursuant to Section 4(a)(ii)(A), (B) or (C) hereof. In the event of an Underwritten Offering pursuant to the Shelf Registration Statement, no securities other than the Senior Subordinated Notes shall be included in the Shelf Registration Statement.

Shelf Registration. (a) If (i) the Issuer and the Subsidiary Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing Issuer within 30 20 business days following of the Consummation Deadline commencement of the Exchange Offer that such Holder (A) such Holder was is prohibited by applicable law or Commission policy from participating in the Exchange Offer Offer, or (B) such Holder may not resell the Exchange New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Old Notes (including the Initial Purchaser who holds Old Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company Issuer or any one of their Affiliates, its affiliates or (iii) the Issuer and the Subsidiary Guarantors do not consummate the Exchange Offer has not been Consummated on or prior to within 45 days following the Consummation Deadlineeffectiveness date of the Exchange Offer Registration Statement, then the Company Issuer and the Subsidiary Guarantors shall: shall (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement"), on or prior to the earliest to occur of (1) the 60th day after the date on which the Issuer determines that it is not required to file the Exchange Offer Registration Statement or (2) the 60th day after the date on which the Issuer receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the "Shelf Filing Deadline"), relating to which Shelf Registration Statement shall provide for resales of all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) of this Agreement, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become be declared effective by the Commission on or prior to 90 days before the 120th day after the Shelf Filing Deadline for Deadline. The Issuer and the Subsidiary Guarantors shall use their best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements c) of Section 3(a) above, the Company and the Guarantors are required this Agreement to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement it is available for sales resales of Notes by the Holders of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a continuous period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement becomes effective under the Act or such shorter period as that will terminate when all Transfer Restricted Securities the Notes covered by such the Shelf Registration Statement have been sold pursuant theretoto such Shelf Registration Statement.

Shelf Registration. (a) If In the event that (i) the Company or the Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not permitted by available under applicable law (after and regulations and currently prevailing interpretations of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC, (ii) any Holder of Transfer Restricted Securities shall notify the Company shall determine in writing within 30 days following the Consummation Deadline good faith that (A) such Holder was prohibited by law there is a reasonable likelihood that, or Commission policy from participating in a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Debt Securities, (y) the interest payable by the Company on the Debt Securities not being deductible by the Company for United States federal income tax purposes or (Bz) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer Trust becoming subject to the public without delivering more than a prospectus and the Prospectus contained in de minimis amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is a Broker-Dealer not permitted, in the reasonable opinion of Xxxxxxx Xxxxxxxx & Xxxx llp, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and holds Notes acquired directly from thereby receive securities that are freely tradeable without restriction under the Company Securities Act and applicable blue sky or state securities laws (any of their Affiliatesthe events specified in (i), or (ii), (iii) or (iv) being a "Shelf Registration Event," and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"contemplated by Section 2(a), a shelf registration statement pursuant to Rule 415 under as the Act (which case may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) abovebe, the Company and the Guarantors are Trust shall promptly deliver to the Holders and the applicable Trustee written notice thereof and, at their cost, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to file and make effective be earlier than 75 days after the Issue Date), a Shelf Registration Statement solely because providing for the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then sale by the filing Holders of all of the Exchange Offer Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be deemed entitled to satisfy 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 requirements provisions of clause (x) above; provided that, in this Agreement applicable to such event, Holder and furnishes to the Company and the Guarantors shall remain obligated Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust 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 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 agree to use their best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available continuously effective and usable for sales resales for (a) the Rule 144(k) Period in the case of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein a Shelf Registration Statement filed pursuant to Section 6(b)(ii2(b)(i), (ii) hereof, or (iii) or (b) 180 days in the Company and the Guarantors shall use their respective best efforts to keep any case of a Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended filed pursuant to Section 6(c)(i2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof)) following the Closing Date, or for such 8 NEXT PAGE shorter period as which will terminate when all Transfer Restricted of the Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is filed, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, 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 Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If In the event that (i) the Company or the Trust reasonably determines, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not permitted by available under applicable law (after and regulations and currently prevailing interpretations of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC, (ii) any Holder of Transfer Restricted Securities shall notify the Company shall determine in writing within 30 days following the Consummation Deadline good faith that (A) such Holder was prohibited by law there is a reasonable likelihood that, or Commission policy from participating in a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to United States federal income tax with respect to income received or accrued on the Debentures, (y) the interest payable by the Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (Bz) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer Trust becoming subject to the public without delivering more than a prospectus and the Prospectus contained in DE MINIMIS amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder declared effective within 180 days of the Issue Date or (Civ) such Holder upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if the Initial Purchaser is a Broker-Dealer not permitted, in the reasonable opinion of Xxxxxxx Xxxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and holds Notes acquired directly from thereby receive securities that are freely tradeable without restriction under the Company Securities Act and applicable blue sky or state securities laws (any of their Affiliatesthe events specified in (i), or (ii), (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company (iv) being a "SHELF REGISTRATION EVENT," and the Guarantors shall: (x) cause to be fileddate of occurrence thereof, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENTEVENT DATE"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after as the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) abovecase may be, the Company and the Guarantors are Trust shall, at their cost, use their best efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to file and make effective be earlier than 75 days after the Issue Date), a Shelf Registration Statement solely because providing for the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then sale by the filing Holders of all of the Exchange Offer Registrable Securities, and shall use their best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be deemed entitled to satisfy 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 requirements provisions of clause (x) above; provided that, in this Agreement applicable to such event, Holder and furnishes to the Company and the Guarantors shall remain obligated Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust 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 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 agree to use their best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available continuously effective and usable for sales resales for (a) the Rule 144(k) Period in the case of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein a Shelf Registration Statement filed pursuant to Section 6(b)(ii2(b)(i), (ii) hereof, or (iii) or (b) 180 days in the Company and the Guarantors shall use their respective best efforts to keep any case of a Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended filed pursuant to Section 6(c)(i2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof)) following the Closing Date, or for such shorter period as which will terminate when all Transfer Restricted of the Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Securities (the "EFFECTIVENESS PERIOD"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registrable Securities. The Company and the Trust further agree, 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 Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If If: (i) because of any change in law or applicable interpretations thereof by the Commission's staff, the Issuer determines that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 1 hereof; (ii) for any other reason the Registered Exchange Offer is not permitted consummated by applicable law (the 180th day after the Company Closing Date (which day shall be extended by the Delay Period, if any, and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) if such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement day is not appropriate or available for such resales by such Holder or a business day, the first business day thereafter) (CJune 14, 1999, assuming (a) such Holder the Closing Date is a Broker-Dealer December 14, 1998 and holds Notes acquired directly from the Company or any of their Affiliates(b) there is no Delay Period), or (iii) the Purchaser so requests if it so determines that any Holder is not eligible to participate in the Registered Exchange Offer; (iv) the Purchaser so requests with respect to Certificates not eligible to be exchanged for Exchange Certificates in the Registered Exchange Offer; (v) the Purchaser so requests if it so determines that any Holder that participates in the Registered Exchange Offer has does not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: will not receive freely transferable Exchange Certificates in exchange for tendered Certificates (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed including as a result of the Holder being required under applicable law to deliver a prospectus in connection with any resale of Exchange Certificates) or the Purchaser holds Private Exchange Certificates (in the case of clause (a)(i) aboveiii), (iiiv) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iiiv), the Purchaser may make the determination or request at any time after the Closing Date and shall communicate such determination or request to the Issuer in writing and, in connection therewith, if such notice is given prior to the consummation of the Registered Exchange Offer, the Purchaser may request that the Issuer and the Class C Trust cease performing their obligations under Section 1, in which event, the Issuer's and the Class C Trust's obligations under Section 1, as well as any liabilities of the Issuer under Section 3 related to Section 1, shall terminate); or (vi) if the Exchange Offer has not been consummated on or prior Issuer so elects, the following provisions shall apply: 3. The parties acknowledge that the provisions of Section 3 of the Registration Agreement shall be subject to the Consummation Deadlineterms of this amendment. 4. Upon the effectiveness of this amendment, all references in the Registration Agreement and all other agreements, documents, certificates, exhibits and instruments executed pursuant thereto, to the Registration Agreement including, without limitation, references to "this Agreement," "hereunder," "hereof," "herein" and words of like import contained in the Registration Agreement shall, except where the context otherwise requires, mean and be a reference to the Registration Agreement as amended hereby. 5. Except as expressly amended hereby, all of the provisions of the Registration Agreement shall remain unaltered and in full force and effect and, as amended hereby, the Consummation Deadline (such earliest dateRegistration Agreement is in all respects agreed to, ratified and confirmed by the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which parties hereto. 6. This amendment may be an amendment to executed in any number of counterparts and by the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT"))parties hereto in separate counterparts, relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements each of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement which when so executed shall be deemed to satisfy the requirements be an original and all of clause (x) above; provided that, in such event, the Company which taken together shall constitute one and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y)same agreement. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto7. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the New Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 20 days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: Guaranteeing Subsidiaries shall (x) cause to be filed, filed on or prior to 45 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 45 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration") (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 120 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors Guaranteeing Subsidiaries shall remain obligated to use their respective best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause (y). To this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Section 6 hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate ending when all of the Transfer Restricted Securities covered by such Shelf Registration Statement available for sale thereunder have been sold pursuant theretosold.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or if (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective its reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement; provided that if the Company has not consummated the Exchange Offer within 180 days of the Closing Date, then the Company will file the Shelf Registration Statement (such 90th day with the "EFFECTIVENESS DEADLINE")Commission on or prior to the 181st date after the Closing Date. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i6(d)) following the Closing Date, Date or such shorter period as that will terminate when all the Transfer 6 Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or are eligible for sale under Rule 144(k) under the Act.

Shelf Registration. (a) If In the event that (i) DPL is not permitted to effect the Exchange Offer is not permitted by applicable because of any change in law (after or in currently prevailing interpretations of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC, (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from declared effective within 210 days of the Company or any of their AffiliatesIssue Date, or (iii) (1) the Initial Purchaser is not permitted, in the reasonable opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer has not been Consummated on and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or prior to state securities laws, (2) the Consummation Deadline, then Initial Purchaser requests registration of Registrable Securities held by it and (3) the Company and Initial Purchaser's request is received by DPL no later than the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest later of (iA) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy and (B) 180 days following the requirements of clause Issue Date, or (xiv) above; provided thatany Holder (other than a Participating Broker-Dealer), in the opinion of counsel to such Holder reasonable acceptable to the Company, is not eligible to participate in the Exchange Offer or in the case of any Holder (other than a Participating Broker-Dealer) that participates in the Exchange Offer, such Holder does not receive freely tradable Exchange Notes on the date of the exchange and any such Holder so requests (any of the events specified in (i) - (iv) being a "Shelf Registration Event" and the date of occurrence thereof, the "Shelf Registration Event Date"), DPL shall promptly deliver to the Holders and the Trustee written notice thereof and, at its cost, file as promptly as practicable after such Shelf Registration Event Date, and, in any event, within 45 days after such Shelf Registration Event Date (but no earlier than 90 days after the Company Issue Date) a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities, and the Guarantors shall remain obligated to use its reasonable best efforts to meet have such Shelf Registration Statement declared effective by the Effectiveness Deadline set forth in SEC as soon as practicable; provided, however that if the Shelf Registration Event is pursuant to clause (yiii), DPL may register such Registrable Securities together with the Exchange Offer Registration Statement, filed pursuant to Section 2(a), and the requirements as to timing applicable thereto. To 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 extent provisions of this Agreement applicable to such Holder and furnishes to DPL in writing, within 15 days after receipt of a request therefor, such information as DPL 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 promptly to furnish to DPL all information with respect to such Holder necessary to ensure that make the information previously furnished to DPL by such Holder not materially misleading. DPL agrees to use its reasonable best efforts to keep the Shelf Registration Statement is available continuously effective for sales of Transfer Restricted Securities by the Holders thereof entitled Rule 144(k) Period (subject to extension pursuant to the benefit last paragraph of this Section 4(a3 hereof) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, or for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as which will terminate when all Transfer Restricted Securities of the securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Securities ( the "Effectiveness Period"). DPL shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. DPL will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement and notify each such Holder when the Shelf Registration has become effective. DPL 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 DPL for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and DPL agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

Shelf Registration. (a) If (i) the Issuers are not permitted to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by any applicable law (after or applicable interpretation of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) SEC or (ii) any Holder holder of Transfer Restricted Securities shall notify a Note notifies the Company in writing within 30 days on or prior to the 30th day following the Consummation Deadline Issue Date that (A) such Holder was prohibited by due to a change in law or Commission policy from participating it is not entitled to participate in the Exchange Offer or Offer, (B) such Holder due to a change in law or policy it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder holder or (C) such Holder is a Broker-Dealer and it owns Notes (including any Initial Purchaser that holds Notes as part of an unsold allotment from the original offering of the Notes) acquired directly from the Company an Issuer or any an Affiliate of their Affiliates, an Issuer or (iii) any holder of Private Exchange Notes so requests after the consummation of the Private Exchange or (iv) the Issuers have not consummated the Exchange Offer has not been Consummated on or prior within 180 days after the Issue Date (each such event referred to in clauses (i) through (iv), a "SHELF FILING EVENT"), the Consummation Deadline, then the Company and the Guarantors shall: Issuers shall (x) promptly deliver to the holders and the Trustee notice thereof and (y) at their own expense cause to be filed, on or prior filed with the SEC pursuant to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), Rule 415 a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), ) as promptly as practicable and in any event prior to 60 days after such filing obligation arises relating to all Transfer Restricted SecuritiesNotes (the "SHELF REGISTRATION") the holders of which have provided the information required pursuant to Section 3(b) hereof (PROVIDED that if the Shelf Filing Event arises pursuant to clause (iv) above and the Exchange Offer Registration Statement shall not have been filed or shall have been withdrawn, the Issuers shall file the Shelf Registration Statement on the 181st day after the Issue Date), and (y) shall use their respective best efforts to cause such have the Shelf Registration Statement to become declared effective by the SEC on or prior to 90 days after the Filing Deadline for filing thereof. In such circumstances, the Issuers shall use their best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act, until (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(aA) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when may be established by any amendment to the two year period set forth in Rule 144(K) under the Securities Act) following the Issue Date or (B) if sooner, the date immediately following the date that all Transfer Restricted Securities Notes covered by such the Shelf Registration Statement have been sold pursuant theretothereto or otherwise cease to be Transfer Restricted Notes (the "EFFECTIVENESS PERIOD"); PROVIDED that the Effectiveness Period shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174; PROVIDED, FURTHER, that during any consecutive 365 day period, the Company may suspend the effectiveness of a Shelf Registration Statement, in the event that, and for up to two periods of up to 45 consecutive days, but no more than an aggregate of 60 days during any 365 day period (a "SHELF BLACKOUT PERIOD") if, (i) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Company'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) if the Company determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company or (b) the disclosure otherwise relates to a pending material business transaction which has not yet been publicly disclosed.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series D Senior Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities Senior Notes shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was is prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series D Senior Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series C Senior Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 days after the earliest of (i1) 90 days after the date on which the Company is notified by the Commission or otherwise determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, above and (ii2) 90 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act Act, (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSenior Notes the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 at the earliest possible time, but in no event later than 120 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that. Such an event shall have no effect on the requirements of clause (y) above, or on the Effectiveness Target Date as defined in such event, the Section 5 below. The Company and the Guarantors shall remain obligated to use its reasonable best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by discussed in this Section 4(a) continuously effective, supplemented, supplemented and amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Senior Notes by the Holders thereof entitled to the benefit of this Section 4(a), and in conformity to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as that will terminate when all Transfer Restricted Securities Senior Notes covered by such the Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 60 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 135 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use their respective best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. (a) If If, (i) applicable interpretations of the staff of the Commission do not permit the Company to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not permitted consummated by applicable law (the 220th day after the Company Issue Date, (iii) the Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Registered Exchange Offer or (iiiv) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (Aother than an Exchanging Dealer) such Holder was is prohibited by law or Commission policy from participating in the Registered Exchange Offer or or, in the case of any Holder (Bother than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder may does not resell receive freely tradeable Exchange Securities on the Exchange Notes acquired by it in date of the Exchange Offer to the public without delivering a prospectus exchange and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by any such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from so requests, the Company or any of their Affiliates, or shall take the following actions (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which any of the Company determines that conditions described in the Exchange Offer Registration Statement cannot be filed as a result foregoing clauses (i) through (iv) occur, including in the case of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or clauses (iii) if or (iv) the Exchange Offer has not been consummated on or prior to receipt of the Consummation Deadlinerequired notice, being a "TRIGGER DATE"): The Company shall as promptly as practicable (but in no event more than 90 days after the Consummation Deadline Trigger Date (such earliest date, the 90th day being a "FILING DEADLINE")) file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective: in the case of clause (i), no later than 180 days after the Issue Date and, in the case of clauses (ii) through (iv), no later than 90th date after the Trigger Date (such 180th day after the Issue Date in the case of clause (i), or such 90th day after the Trigger Date in the case of clauses (ii) through (iv) being an "EFFECTIVENESS DEADLINE") a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT"))" and, relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of together with the Exchange Offer Registration Statement shall be deemed Statement, a "REGISTRATION STATEMENT") on an appropriate form under the Securities Act relating to satisfy the requirements offer and sale of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "SHELF REGISTRATION"); provided, however, that no Holder (other than the Initial Purchaser) shall be entitled to have the benefit Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Section 4(a) and the other securities required Agreement applicable to be registered therein pursuant to Section 6(b)(ii) hereof, the such Holder. The Company and the Guarantors shall use their respective its reasonable best efforts to keep any the Shelf Registration Statement required continuously effective in order to permit the prospectus included therein to be lawfully delivered by this the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 4(a3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof) provided, however, the Company shall not be obligated to keep the Shelf Registration Statement continuously effective, supplemented, amended and current as required by and subject effective to the provisions extent set forth below if (i) the Company determines, in its reasonable judgment, upon advice of Sections 6(bcounsel, that the continued effectiveness and usability of the Shelf Registration statement would (x) require the disclosure of material information, which the Company or any of its subsidiaries has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries, provided that the failure to keep the Shelf Registration Statement effective and usable for offers and sales of Securities for the reasons set forth in clauses (x) and (cy) hereof above shall last no longer than 60 days in any 12-month period (whereafter Additional Interest (as defined in Section 6(a)) shall accrue and in conformity be payable until the Shelf Registration Statement becomes effective and usable) and (ii) the Company promptly thereafter complies with the requirements of this AgreementSection 3(j) hereof, if applicable; provided, further, that the number of days of any actual Suspension Period (as hereinafter defined) shall be added on to, and therefore extend, the two-year period specified above. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sales of securities is referred to herein as a "SUSPENSION PERIOD." A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Securities and shall end on the earlier to occur of (1) the date on which each seller of Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(j) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 60 days in any 12-month period during which one or more Suspension Periods has been in effect. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is (A) required by applicable law or (B) permitted by this paragraph. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the policies, rules and regulations of the Commission as announced from time and (ii) not to timecontain 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, for a period in light of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Datecircumstances under which they were made, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretonot misleading.

Shelf Registration. (a) If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement with respect to the Series C Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series C Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series B Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 45 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective best efforts to cause such Shelf Registration Statement to become be declared effective on or prior to 90 days by the Commission as promptly as possible after the Filing Deadline for date on which the Company and the Guarantors become obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use their respective best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two three years (as extended pursuant to Section 6(c)(i6(d)) following the Closing Datedate on which such Shelf Registration Statement first becomes effective under the Act, or such shorter period as will terminate ending when all Transfer Restricted Securities covered by such the Shelf Registration Statement have been sold pursuant thereto.cease to be Transfer Restricted Securities. (B)

Shelf Registration. (a) If (i) the Company is not required to file an ------------------ Exchange Offer Registration Statement with respect to the Series B Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: shall (x) cause to be filed, filed on or prior to 45 30 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 30 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer ---------------------------- Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 150 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement; provided that if the Company has not Consummated the Exchange Offer within 180 days after the Closing Date, then the Company shall file the Shelf Registration Statement (such 90th with the Commission on or prior to the 181st day after the "EFFECTIVENESS DEADLINE")Closing Date. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use its best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two three years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by date on which such Shelf Registration Statement have been sold pursuant theretofirst becomes effective under the Act.

Shelf Registration. (a) If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the New Notes because the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or Commission policy or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 20 days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange New Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any one of their Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadlineits affiliates, then the Company and the Guarantors shall: Guaranteeing Subsidiaries shall (x) cause to be filed, filed on or prior to 45 60 days after the earliest of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement cannot be filed as a result of pursuant to clause (a)(ii) above, (ii) above or 60 days after the date on which the Company receives the notice specified in clause (a)(iiii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"), above a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration") (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), relating to all Transfer Restricted SecuritiesSecurities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and shall (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 135 days after the Filing Deadline for date on which the Company becomes obligated to file such Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE")Statement. If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that which satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)or Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors Guaranteeing Subsidiaries shall remain obligated to use their respective reasonable best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause (y). To this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Section 6 hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) ), and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate ending when all of the Transfer Restricted Securities covered by such Shelf Registration Statement available for sale thereunder have been sold pursuant theretosold.

Shelf Registration. (a) If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement with respect to the Series B Notes or not permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or the applicable interpretations of the staff of the Commission (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) belowbelow have been complied with) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 30 days 20 Business Days following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, filed on or prior to 45 30 days after the earliest earlier of (i) the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement canor not be filed as a result of permitted to Consummate the Exchange Offer pursuant to clause (a)(i) above, above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline above (such earliest 30th day after such earlier date, the a "FILING DEADLINE"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, Securities and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is shall not be permitted under applicable federal law (i.e., clause (a)(i) above)law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, . Such an event shall have no effect on the requirements of clause (y) above. The Company and the Guarantors shall remain obligated to use their respective best efforts to meet keep the Effectiveness Deadline set forth Shelf Registration Statement discussed in clause this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (y). To c) hereof to the extent necessary to ensure that the Shelf Registration Statement it is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, time for a period of at least two years (as extended pursuant to Section 6(c)(i6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

Shelf Registration. (a) If (i) the Exchange Offer is not permitted by applicable federal law or Commission policy (after the Company and the Guarantors have Issuer has complied with the procedures set forth in Section 6(a)(i) belowhereof) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company Issuer in writing within 30 days prior to the 20th day following the Consummation Deadline of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company Issuer or any of their its Affiliates, or (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors Issuer shall: (x) cause to be filed, on or prior to 45 days after the earliest earlier of (i1) the date on which the Company Issuer determines that the Exchange Offer Registration Statement need not or cannot be filed as a result of clause (a)(i) above, above and (ii2) the date on which the Company Issuer receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline above (such earliest dateearlier date being, for purposes of this Section 4, the "FILING DEADLINEFiling Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENTShelf Registration Statement")), ) relating to all Transfer Restricted Securities, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day being, for purposes of this Section 4, the "EFFECTIVENESS DEADLINEEffectiveness Deadline"). If, after the Company and the Guarantors Issuer filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) abovehereof, the Company and the Guarantors are Issuer is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law or Commission policy (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors Issuer shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y)) above. To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors Issuer shall use their respective its best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission Commission, as announced from time to time, for a period of at least two years (as extended pursuant due to events specified in Section 6(c)(i)) hereof) following the Closing Date, Date or such shorter period as will terminate upon the earlier of the expiration of the period referred to in Rule 144(k) or when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant theretothereto or cease to be outstanding, provided, however, the issuer shall not be required to keep such Shelf Registration Statement effective where the only Transfer Restricted Securities that have not been sold pursuant to the Shelf Registration Statement are Transfer Restricted Securities held by Holders who would not have been able to trigger the Issuer's Shelf Registration filing obligations pursuant to Section 4(a)(i)(A), (B) or (C) hereof.

Shelf Registration. (a) If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer is not permitted as contemplated by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i2(a) below) hereof or (ii) after commencement but prior to consummation of the Exchange Offer, any Holder of Transfer Restricted Registrable Securities shall notify the Company in writing within 30 days following the Consummation Deadline that (A) that such Holder was is prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer or Offer, (B) that such Holder may not resell the Exchange Notes Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) that such Holder is a Brokerbroker-Dealer dealer and holds Notes Securities acquired directly from the Company or one of its Affiliates (any of their Affiliatesthe events specified in (i), (ii) or (iii) being a “Shelf Registration Event”, and the date of occurrence thereof, the “Shelf Registration Event Date”), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to contemplated by Section 2(a), as the Consummation Deadlinecase may be, then the Company and each of the Guarantors shall promptly notify the Holders in writing thereof and shall: (x) cause to be filed, on or prior to at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer such Shelf Registration Event Date, a Shelf Registration Statement canproviding for the sale by the Holders of all of the Registrable Securities (other than Registrable Securities owned by Holders who have elected not be filed as a result to include such Registrable Securities in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, Section 3 hereof or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"under this paragraph), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best commercially reasonable efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and, in any event, on or prior before the 90th day after the Shelf Registration Event Date or, if later, the 300th day after the Closing Date. No Holder of Registrable Securities shall be entitled to 90 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 Filing Deadline 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 such Shelf Registration Statement or Prospectus. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company, without request and as soon as practicable, 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 each of the Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and the Prospectus included therein usable for resales for the earlier of (x) the expiration of the Rule 144(k) Period or (y) such 90th day time as all of the "EFFECTIVENESS DEADLINE"Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or otherwise cease to be Registrable Securities (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) or (y) being the “Effectiveness Period”). IfThe Company shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company will, after in the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective event a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.declared effective, clause (a)(i) above)provide to each Holder of Registrable Securities covered thereby, then the filing a reasonable number of copies of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements Prospectus which is a part of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of Transfer Restricted Securities the Registrable Securities. The Company and each of the Guarantors further agrees to supplement or amend the Shelf Registration Statement, if required by the Holders thereof entitled rules, regulations or instructions applicable to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, registration form used by the Company and the Guarantors shall use their respective best efforts to keep any for such Shelf Registration Statement required or by this Section 4(a) continuously effective, supplemented, amended and current as required the Securities Act or by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Registrable Securities covered by such Shelf Registration Statement have been sold pursuant theretoa reasonable number copies of any such supplement or amendment promptly after its being filed with the SEC.

Shelf Registration. (a) If (i) because of any change in law, regulation or in currently prevailing interpretations thereof by the staff of the SEC, the Operating Partnership and the Guarantors are not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not permitted by applicable law (consummated within 240 calendar days after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) Closing Date or (iiiii) any Holder of Transfer Restricted Registrable Notes that is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) shall notify the Company in writing within 30 days Operating Partnership and the Guarantors prior to the 20th calendar day following the Consummation Deadline that consummation of the Exchange Offer (A) that such Holder was prohibited by applicable law or Commission SEC policy from participating in the Exchange Offer Offer, or (B) that such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder Holder, or (C) that such Holder is a Participating Broker-Dealer and holds Notes acquired directly from the Company Operating Partnership or the Guarantors or one of their Affiliates (any of their Affiliatesthe events specified in (i), (ii) or (iii) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to contemplated by Section 2(a) of this Agreement, as the Consummation Deadlinecase may be, then the Company Operating Partnership and the Guarantors shall promptly notify the Holders in writing thereof and shall: (x) cause to be filed, on or prior to 45 at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 60 calendar days after such Shelf Registration Event Date, or, if later, 90 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Closing Date, a Shelf Registration Statement canproviding for the sale by the Holders of all of the Registrable Notes (other than Registrable Notes owned by Holders who have elected not be filed as a result to include such Registrable Notes in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, Section 3 hereof or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"under this paragraph), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective its best efforts to cause such Shelf Registration Statement to become be declared effective by the SEC as soon as practicable and in any event, on or prior to 90 days before the 120th calendar day after the Filing Deadline for the Shelf Registration Statement (such 90th Event Date or, if later, the 210th calendar day the "EFFECTIVENESS DEADLINE"). If, after the Company Closing Date. No Holder of Registrable Notes shall be entitled to include any of its Registrable Notes 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 Operating Partnership and the Guarantors filed an Exchange Offer Registration Statement that satisfies in writing, within 5 calendar days after receipt of a request therefor, such information as the requirements of Section 3(a) above, the Company Operating Partnership and the Guarantors are may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to file and make effective a be included in such Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e.or Prospectus included therein, clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, reasonably request for inclusion in such event, the Company and the Guarantors shall remain obligated to use best efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Operating Partnership and the Guarantors, without request and as soon as practicable, all information with respect to such Holder necessary to make the information previously furnished to the Operating Partnership by this Section 4(a) continuously effectivesuch Holder not materially misleading. The Operating Partnership and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement, supplemented, amended and current as required by and subject to the provisions 45 day grace period referred to in Section 2(e)(iv), continuously effective and the Prospectus usable for resales for the earlier of: (x) the expiration of Sections 6(bthe Rule 144(k) Period and (cy) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations such time as all of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities Notes covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Notes (the period from the effective date of the Shelf Registration Statement until the earlier of the events described in clauses (x) and (y) being the "Effectiveness Period"), subject to the 45 day grace period referred to in Section 2(e)(iv). Neither the Operating Partnership nor the Guarantors shall not permit any securities other than Registrable Notes to be included in the Shelf Registration.

Shelf Registration. (a) If In the event that (i) the Company or the Trust reasonably determine, after conferring with counsel (which may be in-house counsel), that the Exchange Offer Registration provided in Section 2(a) above is not permitted by available under applicable law (after and regulations and currently prevailing interpretations of the Company and staff of the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or SEC, (ii) any Holder of Transfer Restricted Securities shall notify the Company shall determine in writing within 30 days following the Consummation Deadline good faith that (A) such Holder was prohibited by law there is a reasonable likelihood that, or Commission policy from participating in a material uncertainty exists as to whether, consummation of the Exchange Offer would result in (x) the Trust becoming subject to federal income tax with respect to income received or accrued on the Debentures, (y) the interest payable by the Company on the Debentures not being deductible by the Company for United States federal income tax purposes or (Bz) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer Trust becoming subject to the public without delivering more that a prospectus and the Prospectus contained in DE MINIMIS amount of other taxes, duties or governmental charges, (iii) the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder declared effective within 180 days of the Issue Date or (Civ) upon the request of the Initial Purchaser with respect to any Registrable Securities held by it, if such Holder Initial Purchaser is a Broker-Dealer not permitted, in the reasonable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and holds Notes acquired directly from thereby receive securities that are freely tradeable without restriction under the Company Securities Act and applicable blue sky or state securities laws (any of their Affiliatesthe events specified in (i), or (ii), (iii) or (iv) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, then the Company and the Guarantors shall: (x) cause to be filed, on or prior to 45 days after the earliest of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above, (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, or (iii) if the Exchange Offer has not been consummated on or prior to the Consummation Deadline, the Consummation Deadline (such earliest date, the "FILING DEADLINE"contemplated by Section 2(a), a shelf registration statement pursuant to Rule 415 under as the Act (which case may be an amendment to the Exchange Offer Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities, and (y) shall use their respective best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "EFFECTIVENESS DEADLINE"). If, after the Company and the Guarantors filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) abovebe, the Company and the Guarantors are Trust shall, at their cost, use commercially reasonable efforts to cause to be filed as promptly as practicable after such Shelf Registration Event Date, as the case may be, and, in any event, within 45 days after such Shelf Registration Event Date (provided that in no event shall such filing date be required to file and make effective be earlier than 90 days after the Issue Date), a Shelf Registration Statement solely because providing for the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then sale by the filing Holders of all of the Exchange Offer Registrable Securities, and shall use commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable. No Holder of Registrable Securities shall be deemed entitled to satisfy 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 requirements provisions of clause (x) above; provided that, in this Agreement applicable to such event, Holder and furnishes to the Company and the Guarantors shall remain obligated Trust in writing, within 15 days after receipt of a request therefor, such information as the Company and the Trust 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 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 agree to use best commercially reasonable efforts to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that keep the Shelf Registration Statement is available continuously effective and usable for sales resales for (a) the Rule 144(k) Period in the case of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein a Shelf Registration Statement filed pursuant to Section 6(b)(ii2(b)(i), (ii) hereof, or (iii) or (b) 270 days in the Company and the Guarantors shall use their respective best efforts to keep any case of a Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended filed pursuant to Section 6(c)(i2(b)(iv) (subject in each case to extension pursuant to the last paragraph of Section 3 hereof)) following the Closing Date, or for such shorter period as which will terminate when all Transfer Restricted of the Securities covered by such the Shelf Registration Statement have been sold pursuant theretoto the Shelf Registration Statement or cease to be Registrable Securities (the "Effectiveness Period"). The Company and the Trust shall not permit any securities other than Registrable Securities to be included in the Shelf Registration. The Company and the Trust will, in the event a Shelf Registration Statement is declared effective, provide to each Holder a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take certain other actions as are required to permit certain unrestricted resales of the Registra- ble Securities. The Company and the Trust further agree, 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 Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company and the Trust agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.