Common use of Shelf Registration Clause in Contracts

Shelf Registration. If (i) the Issuer and the Guarantors determine upon advice of outside counsel that a Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to the Target Registration Date, (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, the following provisions shall apply: (a) The Issuer and the Guarantors shall, as promptly as practicable, file with the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that, with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act, as applicable, in satisfaction of its obligations under this Section 3(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the Securities covered by the Shelf Registration Statement cease to be Registrable Securities (such period being called the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 270 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and To the Guarantors shallextent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement; PROVIDED, howeverHOWEVER, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, business combinations or similar significant corporate transactions involving the Company or Exelon Corporation so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(j) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 210 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests requests, within 20 days after the consumation of the Registered Exchange Offer, with respect to Original Securities Notes that are not eligible to be exchanged for New Securities Notes in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) who notifies the Company within 20 days after the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer, such Initial Purchaser does not receive freely tradeable New Notes in exchange for Notes constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Notes acquired in exchange for such Notes shall result in such New Notes being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such New Notes being not "freely tradeable"), the following provisions Company and the Guarantor shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer Company and the Guarantors shall, Guarantor shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable SecuritiesNotes or the New Notes, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities Notes received by an Initial Purchaser in exchange for Original Securities Notes constituting any portion of an unsold allotment, the Issuer Company and the Guarantors Guarantor may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Company and the Guarantors Guarantor shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the Securities date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Notes or New Notes, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer Company and the Guarantors Guarantor shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company and the Guarantor in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Company's and the Guarantors Guarantor's obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer Company and the Guarantors Guarantor promptly thereafter comply with the requirements of Section 5(k4(k) hereof, if applicable. (ciii) The Issuer and Company shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 300 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable;" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Issuers shall apply: (a) The Issuer file and the Guarantors shall, as promptly as practicable, file with the Commission, and, thereafter, shall use their commercially reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers shall as promptly as practicable use their reasonable best efforts to file with the Commission and shall use their reasonable best efforts to cause to be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 300 days, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Issuers shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable the Shelf Registration Statement or (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such period being called case, the “"Shelf Registration Period”"). The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers' obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k) (ii) hereof, if applicable. (ciii) The Issuer and Issuers shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days of the date of original issuance of the Securities or the Registered Exchange Offer is not consummated on or prior to within 270 days of the Target Registration Date, date of original issuance of the Securities; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 45-days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially its reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Securities Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years (or if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on within 180 days of the date hereof, or prior to the Target Registration Date, (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer and so notifies the Company as soon as practicable, but in any event not later than 30 days following consummation of the Registered Exchange Offer, or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, and thereafter shall use their commercially reasonable efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, Statement; provided that, with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of three years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company as promptly as practicable thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If (i) on or prior to the Issuer and the Guarantors determine upon advice of outside counsel that a Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, (ii) for any other reason time the Registered Exchange Offer is consummated, existing Commission interpretations are changed such that the Exchange Securities received by Holders are not consummated on or prior to would not in general be, upon receipt, freely transferable by each such Holder under the Target Registration Securities Act, (ii) the Registered Exchange Offer has not been completed within 365 days following the Completion Date, (iii) any Initial Purchaser so requests with respect to Original Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for New Exchange Securities in a the Registered Exchange Offer or, in and held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities Offer or (iv) any Holder (other than an Initial Purchaser) is not eligible to participate shall be, and shall notify the Company that such Holder is, prohibited by law or Commission policy from participating in the Registered Exchange Offer, or such Holder may not resell the following provisions Exchange Securities acquired in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such Holder (other than, in either case, (x) due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act or (y) due to such Holder’s inability to make the representations set forth in the second to last paragraph of Section 1 hereof) and any such Holder so requests, the Company shall applyin lieu of (or, in the case of clauses (iii) and (iv), in addition to) conducting the Registered Exchange Offer contemplated by Section 1: (a) The Issuer and use its commercially reasonable efforts to file under the Guarantors shall, Securities Act as promptly as reasonably practicable, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Initial Securities (or, in the case of clause (iii), the Initial Securities held by the Initial Purchasers, or, in the case of clause (iv), by the Holders referred to in clause (iv), as the case may be), pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”); (b) use its commercially reasonable efforts (i) to cause the Shelf Registration Statement to become effective within 90 days after the date on which the obligation to file with the Commission, and, thereafter, shall such Shelf Registration Statement arises and to use their its commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a such Shelf Registration Statement relating to remain effective for a period ending on the offer and sale earlier of 365 days following the applicable Registrable Securities, by the applicable Holders from time to time in accordance with the methods effective date of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that, with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act, as applicable, in satisfaction of its obligations under this Section 3(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under or such shorter period that will terminate when all the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the Initial Securities covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and are distributed to the Issuer and public pursuant to Rule 144 or, after the Guarantors determine that disclosure at 90th day following the effectiveness of such time is not in the best interests Shelf Registration Statement, would be eligible for resale (if held by a non-affiliate of the Issuer Company) pursuant to Rule 144 without restriction on volume or manner of sale, if any; and (c) supplement or make amendments to the Shelf Registration Statement, as and its stockholders when required by the rules, regulations or if obtaining instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration. Notwithstanding any financial statements relating other provisions of this Agreement to any such acquisition or business combination required to be included in the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or Prospectus would be impracticable. Upon supplement thereto, as of its respective effective date, (i) to comply in all material respects with the occurrence of any applicable requirements of the conditions described in the foregoing sentence, the Issuer Securities Act and the Guarantors shall give prompt notice rules and regulations of the delay Commission thereunder and (ii) not to contain any untrue statement of a material fact or suspension (but not omit to state a material fact required to be stated therein or necessary in order to make the basis thereof) to the Holders. Upon the termination or disclosure of such conditionstatements therein, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders in light of the cessation of the delay or suspension (but circumstances under which they were made, not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer and the Guarantors determine determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 330 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuer shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, shall as promptly as practicablepracticable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and shall use their commercially its reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the 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 Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period (the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer and the Guarantors shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer mergers and the Guarantors promptly thereafter comply with the requirements of combinations and similar events, and (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 330 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that the requirement that (x) an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Issuers shall as promptly as practicablepracticable (but in no event more than 240 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 300 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the 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 Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Issuers shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer mergers and the Guarantors promptly thereafter comply with the requirements of combinations and similar events, and (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and Issuers shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 270 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by them following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable, practicable use their reasonable best efforts to file with the Commission, and, thereafter, Commission and shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under Act within 270 days of the Securities Act, otherwise designate an existing registration statement filed with the Commission asClosing Date, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Issuers and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Issuers and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such period being called case, the “Shelf Registration Period”). The Issuer Issuers and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Issuers’ and the Guarantors Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer Issuers and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 375 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable, practicable use their reasonable best efforts to file with the Commission, and, thereafter, Commission and shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 375 days, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Issuers and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Issuers and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable the Shelf Registration Statement or (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such period being called case, the “Shelf Registration Period”). The Issuer Issuers and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Issuers’ and the Guarantors Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer Issuers and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or ------------------ applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to the Target Registration DateApril 30, 1997, or (iii) any the Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in Notes held by it as a Registered Exchange Offer or, in result of the case purchase of any Initial Purchaser that participates in any such Notes directly from the Company following consummation of the Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or the New Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Securities Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires New Notes pursuant to Section 2(f) hereof, the Initial Purchaser does not receive freely tradable New Notes in exchange for Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of New Notes acquired in exchange for such Notes shall result in such New Notes being not "freely tradable" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Notes acquired in the Registered Exchange Offer in exchange for Notes acquired as a result of market-making activities or other trading activities shall not result in such New Notes being not "freely tradable"), the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable SecuritiesNotes or the New Notes, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement and Rule 415 under the Securities Act, provided, however, that, that with respect to New Securities Notes received by an the Initial -------- Purchaser in exchange for Original Securities Notes constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to 45 days after filing such Shelf Registration Statement pursuant to this Section 3 and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof contained therein to be usable by Holders until for a period of three years (or, if Rule 144(k) under the Securities Act is amended to allow for resales pursuant to such Rule after a shorter period, such shorter period) from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Notes or New Notes, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer No Holder of Notes or New Notes may include any of its Notes or New Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Guarantors shall be entitled to suspend their obligation to file Company in writing, within 20 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or amendment thereto, furnish any supplement Prospectus or amendment to a preliminary Prospectus included in a therein. No Holder of Notes or New Notes shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such Holder shall have used its best efforts to provide all such reasonably requested information. Each Holder as to which any Shelf Registration Statement or any free writing prospectus, make any other filing with is being effected agrees to furnish promptly to the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination Company all information required to be included disclosed in order to make the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) information previously furnished to the Holders. Upon the termination or disclosure of Company by such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but Holder not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 210 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer or, that (A) due to a change in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities law or (iv) any Holder (other than an Initial Purchaser) Commission policy it is not eligible entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the following provisions New Securities to be acquired by it in the Registered 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) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Company; or (iv) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall apply: result in such New Securities being not “freely tradeable;” and (ay) The the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuer and the Guarantors shall, as promptly as practicablepracticable file and use their commercially reasonable efforts to cause to become and keep effective a Shelf Registration Statement covering resales of the Notes in accordance with subsection (b) below. (i) The Issuer and the Guarantors shall, if required by subsection (a) above, as promptly as practicable use their commercially reasonable efforts to file with the Commission, and, thereafter, Commission and shall use their commercially reasonable efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under Act within the Securities Act, otherwise designate an existing registration statement filed with (x) later of 210 days of the Commission asClosing Date or (y) 90 days after such filing obligation arises pursuant to subsection (a) above, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such period being called case, the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuer and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Issuer’s and the Guarantors Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or ------------------ applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may hereof, or (ii) for any other reason the Exchange Offer Registration Statement has not be completed as soon as practicable after been filed with the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations Commission within 60 days of the StaffClosing Date, or (iiiii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 180 days of the Target Registration Closing Date, or (iiiiv) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a held by it following consummation of the Registered Exchange Offer orOffer, or (v) in the case of any Initial Purchaser that participates in any the Registered Exchange OfferOffer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradable tradeable New Securities or in exchange for Securities constituting any portion of an unsold allotment (ivit being understood that, for purposes of this Section 3, (x) any Holder the requirement that a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (other than y) the requirement that an Initial Purchaser) is not eligible to participate Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange OfferOffer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, that, that with respect to New Securities received by an Initial a Purchaser in -------- exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and No Holder of Securities may include any of its Securities in any Shelf Registration Statement pursuant to this Agreement unless such Holder furnishes to the Guarantors shall be entitled to suspend their obligation to file Company in writing, within 10 days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or amendment thereto, furnish any supplement Prospectus or amendment to a preliminary Prospectus included in a Shelf Registration Statement or any free writing prospectustherein, make any other filing with and each such Holder agrees to furnish promptly to the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination Company all information required to be included disclosed in order to make the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) information previously furnished to the Holders. Upon the termination or disclosure of Company by such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but Holder not the basis thereof)materially misleading.

Shelf Registration. (a) If (i) notwithstanding the Issuer and efforts contemplated in Section 2(g), due to any change in law or applicable interpretations thereof by the Guarantors determine Staff, the Partnership determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 260 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser or an Affiliate of the Partnership) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in any the Registered Exchange OfferOffer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradable New Securities or in exchange for Securities constituting any portion of an unsold allotment (ivit being understood that (x) any Holder (other than the requirement that an Initial PurchaserPurchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradable"; and (y) is not eligible to participate the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange OfferOffer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradable"), the following provisions Partnership shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, as promptly as practicable, file with the Commission, and, thereafter, Partnership shall use their commercially its reasonable best efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, file a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement with the Commission on or before the later of (A) 20 days after so required or requested pursuant to this Section 3, and (B) 90 days after the date hereof; and thereafter the Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Act on or before the later of (x) 60 days after the filing of such Shelf Registration Statement is so required or requested pursuant to this Section 3, and (y) 210 days after the date hereof; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Partnership may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Partnership shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to the Shelf Registration Statement or may be Registrable Securities sold pursuant to Rule 144(k) under the Act (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Partnership shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors Partnership voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Partnership in good faith and for valid business reasons (not including avoidance of the Partnership's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Partnership promptly thereafter comply complies with the requirements of Section 5(k) hereof, if applicable. (ciii) The Issuer and Partnership shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective by the Commission under the Act within 180 days of the date of the original issuance of the Securities or the Registered Exchange Offer is not consummated on or prior to within 45 Business Days of the Target date of the effectiveness of the Exchange Offer Registration Date, Statement; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, or in the following provisions case of any Holder that participates in the Registered Exchange Offer, does not receive freely tradable New Securities in the Registered Exchange Offer, other than by reason of such Holder being an Affiliate of the Company (it being understood that the requirement that a participating Broker-Dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of New Securities shall apply: not result in such New Securities being not "freely tradable"); or (av) The Issuer in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment, other than by reason of such Holder being an Affiliate of the Company (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the Company and the Guarantors shall, shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company and the Guarantors shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially respective reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement in accordance with Rule 415 under the Act relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Company and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Company and the Guarantors shall use their commercially respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease (i) have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”") or (ii) are eligible for resale under Rule 144(k). The Issuer Company and the Guarantors shall be deemed not to have used their commercially respective reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Company's and the Guarantors Guarantors' obligations hereunder), including the acquisition or divestiture of assetsassets (to the extent permitted by the terms of the Indenture), so long as the Issuer Company and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (ciii) The Issuer Company and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply as to form in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Commission's staff, any of the Issuer and or the Guarantors determine determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on Consummated within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective (or, if such 30th day is not a Business Day, by the first Business Day thereafter), or prior to the Target Registration Date, (iii) any the Initial Purchaser so requests with respect to Original Securities Registrable Notes held by it as a result of the purchase of such Registrable Note directly from the Issuer and the Guarantors following Consummation of the Registered Exchange Offer and the Initial Purchaser is not eligible to be exchanged for New Securities in a receive Exchange Notes pursuant to the Registered Exchange Offer orin respect of such Registrable Securities, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or the Exchange Notes such Holder would receive in the Registered Exchange Offer could only be reoffered and resold by such Holder upon compliance with the registration and prospectus delivery requirements of the Act and the delivery of the Prospectus contained in the Exchange Offer Registration Statement, as appropriately amended, is not a legally available alternative, or (v) in the case where the Initial Purchaser participates in the Registered Exchange Offer or acquires Exchange Notes pursuant to Section 2(g) hereof, the Initial Purchaser does not receive freely tradable Exchange Notes in exchange for Notes constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Notes acquired in exchange for such Registrable Notes shall result in such Exchange Notes being not "freely tradable" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Notes acquired in the Registered Exchange Offer in exchange for Registrable Notes acquired as a result of market-making activities or other trading activities shall not result in such Exchange Notes being not "freely tradable"), the following provisions shall apply: (a) The Issuer and the Guarantors shallshall prepare, as promptly as practicableand not later than 75 days following the Shelf Registration Trigger Date (or, if such 75th day is not a Business Day, by the first Business Day thereafter), shall file with the CommissionCommission and thereafter, andbut not later than 135 days following the Shelf Registration Trigger Date (or, if such 135th day is not a Business Day, by the first Business Day thereafter), shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities, Notes by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement, provided, however, that, that with respect to New Securities Exchange Notes received by an the Initial Purchaser in exchange for Original Securities Notes constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its their obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use their commercially reasonable best efforts to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the Securities covered earliest of (i) the second anniversary of the date on which the filing of a Shelf Registration Statement was required or requested pursuant to this Section 3, (ii) the date on which the Registrable Notes may be sold pursuant to Rule 144(k) (or any successor provision) promulgated by the Commission under the Act and (iii) such date as of which all the Registrable Notes have been sold pursuant to the Shelf Registration Statement cease to be Registrable Securities (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors any of them voluntarily take takes any action that would result in Holders of securities Registrable Notes covered thereby not being able to offer and sell such securities notes during that period, unless (i) such action is (x) required by applicable law or (iiy) such action is taken by such party pursuant to Section 3(c) hereof, and, in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assetseither case, so long as the Issuer and or the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall may suspend the use of the Prospectus for a period not to exceed 30 days in any three-month period or for three periods not to exceed an aggregate of 90 days in any twelve-month period for valid business reasons, to be entitled determined by the Issuer and the Guarantors in their sole reasonable judgment (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (d) No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to suspend their obligation this Agreement unless and until such Holder furnishes to file the Issuer in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or amendment thereto, furnish any supplement Prospectus or amendment to a preliminary Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would therein. No Holder of Registrable Notes shall be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement entitled to remain effective or the Prospectus or any free writing prospectus Liquidated Damages pursuant to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or Section 4 hereof unless and until such Holder shall have used its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at best efforts to provide all such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).reasonably requested

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; or (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 210 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The Issuer and (i) To the Guarantors shallextent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall as promptly as practicablepracticable (but in no event more than 90 days after so required or requested pursuant to this Section 3, such day being a “Filing Deadline”), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate Act within 180 days after so requested or required pursuant to this Section 3 (such day being an existing registration statement filed with the Commission as, “Effectiveness Deadline”) a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the Securities covered by the Shelf Registration Statement cease to be Registrable Securities (such period being called the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it and the Issuer are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 135 days after the Closing Date or the Registered Exchange Offer is not consummated on or prior to within 165 days after the Target Registration Closing Date, or (iii) any Initial the Purchaser so requests with respect to Original Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial event that the Purchaser that participates in any Registered Exchange Offer, such Initial the Purchaser does not receive freely tradable New Securities Securities, or (iv) any Holder (other than an Initial the Purchaser) is not eligible to participate in the Registered Exchange Offer or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Securities in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Issuer within the meaning of the Act (it being understood that, for purposes of this Section 3, (x) the requirement that the Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement (such Securities or New Securities, howeveras applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as "Registration Securities"); PROVIDED, HOWEVER, that, with respect to New Securities received by an Initial the Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof").

Shelf Registration. If (i) due to applicable law or interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a Registered it is not permitted to effect the Exchange Offer as contemplated by Section 2 3 hereof may not be completed as soon as practicable (after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of Company has complied with the Staff, procedures set forth in Section 6(a)(i) hereof); (ii) for any other reason the Registered Exchange Offer Registration Statement is not declared effective within 180 days following the date of the original issuance of the Notes or the Exchange Offer is not consummated on or prior to within 210 days following the Target Registration Date, date of the original issuance of the Notes; (iii) any Initial Purchaser so requests with respect to Original Securities Notes that are not eligible to be exchanged for New Securities Exchange Notes in a Registered the Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) of Transfer Restricted Securities is not eligible to participate in the Registered Exchange Offer, Offer or does not receive freely tradeable Exchange Notes in the following provisions shall apply: Exchange Offer other than by reason of such Holder being an Affiliate of the Company (a) The Issuer and it being understood that the Guarantors shall, as promptly as practicable, file with requirement that a participating Broker-Dealer deliver the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under Prospectus contained in the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Exchange Offer Registration Statement relating to the offer and sale in connection with sales of the applicable Registrable Securities, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth Exchange Notes shall not result in such Shelf Registration Statement; provided, however, that, Exchange Notes being not "freely tradeable"); or (v) in the case of any Initial Purchaser that participates in the Exchange Offer or acquires Exchange Notes from the Company as a result of its determination that it is not eligible to participate in the Exchange Offer with respect to New Securities received by an any unsold Notes, such Initial Purchaser does not receive freely tradeable Exchange Notes in exchange for Original Securities Notes constituting any portion of an unsold allotment, allotment (it being understood that (x) the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file requirement that an Initial Purchaser deliver a post-effective amendment to the Exchange Offer Registration Statement Prospectus containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities Act, as applicable, Act in satisfaction connection with sales of its obligations under this Section 3(a) with respect thereto, and any Exchange Notes acquired in exchange for such Notes shall result in such Exchange Notes being not "freely tradeable"; and (y) the requirement that a participating Broker-Dealer delivers a Prospectus in connection with sales of Exchange Notes acquired in the Exchange Offer Registration Statement, in exchange for Notes acquired as so amended, a result of market-making activities or other trading activities shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined not result in Rule 405 under the Securities Actsuch Exchange Notes being not "freely tradeable"), the Issuer and the Guarantors Company shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the Securities covered by the Shelf Registration Statement cease to be Registrable Securities (such period being called the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in effect a Shelf Registration Statement or any free writing prospectus, make any other filing in accordance with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action subsection (collectively, “Suspension Actions”b) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)below.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a Registered it is not permitted to effect the Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any reason other reason than those specified in clause (i) above, the Registered Exchange Offer is not consummated on or prior to within 180 days of the Target Registration Closing Date, or (iii) any the Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in held by them within 90 days following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an the Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or has participated in the Exchange Offer and has received Exchange Securities that are not freely tradeable or (v) in the case where the Initial Purchaser participates in the Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, the Initial Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not "freely tradeable" and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, as promptly as practicable, file with the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the Exchange Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedStatement and Rule 415 under the Securities Act, however, PROVIDED that, with respect to New Exchange Securities received by an the Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after filing such Shelf Registration Statement pursuant to this Section 3 and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof contained therein to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (i) such action is required by applicable law law, (ii) the Company complies with this Agreement or (iiiii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(l) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If (i) because of any change in law or ------------------ applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a Registered it is not permitted to effect the Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any reason other reason than those specified in clause (i) above, the Registered Exchange Offer is not consummated within 180 days of the Closing Date unless the Exchange Offer has commenced, in which case, the Exchange Offer is not consummated within 30 days after the date on which the Exchange Offer was commenced (or prior to the Target Registration Datelonger period required by applicable law), or (iii) any Initial Purchaser so requests requests, with respect to Original Securities Notes not eligible to be exchanged for New Securities Exchange Notes in a Registered the Exchange Offer or, in and held by it following consummation of the case Exchange Offer within 120 days following consummation of any Initial Purchaser that participates in any Registered the Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an the Initial PurchaserPurchasers) is not eligible to participate in the Registered Exchange Offer, the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, as promptly as practicablepracticable (but in any event on or prior to 60 days after such filing obligation arises), file with the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable SecuritiesNotes, as applicable, not eligible to be exchanged for Exchange Notes, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, Statement and Rule 415 under the Securities Act; provided -------- that, with respect to New Securities Exchange Notes received by an the Initial Purchaser Purchasers in exchange for Original Securities Notes constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to 60 calendar days after filing such Shelf Registration Statement pursuant to this Section 3 and to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof contained therein to be usable by Holders until for a period of two years from the Securities date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Notes or Exchange Notes, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Notes covered thereby not being able to offer and sell such securities Notes during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission's staff, the Issuers, the Company and the Guarantors determine determines upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 225 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer Issuers, the Company and the Guarantors shall, shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Issuers and the Guarantors shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the CommissionCommission and thereafter the Issuers, and, thereafter, the Company and the Guarantors shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Issuers and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Issuers, the Company and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer Each of the Issuers, the Company and the Guarantors shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Issuers, the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers', the Company's and Guarantors' obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as each of the Issuer Issuers, the Company and the Guarantors promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (ciii) The Issuer Issuers, the Company and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 330 days after the Closing Date or the Registered Exchange Offer is not consummated on or prior to within 365 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Issuers shall as promptly as practicablepracticable (but in no event more than 90 days after the filing obligation arises pursuant to this Section 3), file with the Commission, and, thereafter, Commission and shall use their commercially reasonable efforts to cause to become have declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and shall furnish in writing, within 20 days after receipt of a request therefore, the information specified in Items 507 and 508 of Registration S-K, as applicable, of the Act for use in connection with the Shelf Registration; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless ; provided, further, the Issuers shall not be under any obligation to file a post-effective amendment to, a Shelf Registration Statement or the Exchange Registration Statement, as applicable, or to file a new Shelf Registration Statement pursuant to this Section 2(b), for the six months after the effective date of the Shelf Registration Statement, or file a post-effective amendment to a Shelf Registration Statement is an automatic shelf registration statement (or the Exchange Registration Statement, as defined applicable, more than once in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Actany six-month period thereafter. (bii) The Issuer and the Guarantors Issuers shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus prospectus forming a part thereof to be usable by Holders Holder for a period the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the expiration of the holding period under Rule 144(k) under the Act or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Issuers in good faith and for valid business reasons (not including avoidance of the Issuers’ obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and Issuers shall use their commercially reasonable efforts to cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission's staff, the Issuer, the Company and the Guarantors determine determines upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 225 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Issuer, the Company and the Guarantors shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the CommissionCommission and thereafter the Issuer, and, thereafter, the Company and the Guarantors shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Issuer, the Company and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer Each of the Issuer, the Company and the Guarantors shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Issuer, the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuer's, the Company's and Guarantors' obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as each of the Issuer Issuer, the Company and the Guarantors promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (ciii) The Issuer Issuer, the Company and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on within 180 days of the date hereof, or prior to the Target Registration Date, (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder of Securities (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors shall, Issuers shall as promptly as practicablepracticable (but in no event more than 45 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders of Securities from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, Statement; provided that, with respect to New Securities received by an Initial Purchaser in exchange for Original Securities securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Issuers shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until of Securities for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the any Issuer and the Guarantors voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party Issuer in good faith and for valid business reasons (not including avoidance of the such Issuer's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the such Issuer and the Guarantors promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If (ia) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff the Guarantors determine upon advice of outside counsel that a Issuers are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff1 hereof, (iib) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to exchanged for Exchange Securities within 210 days after the Target Registration Issue Date, (iiic) any Initial Purchaser so requests with respect to Original Securities or Private Exchange Securities not eligible to be exchanged for New Exchange Securities in a the Registered Exchange Offer or, in and held by it following the case consummation of any Initial Purchaser that participates in any the Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (ivd) any applicable law or interpretations do not permit any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, (e) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities (the obligation to comply with a prospectus delivery requirement being understood not to constitute a restriction or transferability), or (f) the Issuers so elect, then the following provisions shall apply: (a) The Issuer Issuers and the Guarantors shall, shall use their reasonable best efforts to file as promptly as practicable, file practicable (but in no event more than 60 days after so required or requested pursuant to this Section 2) with the Commission, and, thereafter, and thereafter shall use their commercially reasonable best efforts to cause to become be declared effective within 180 days after so required or requested pursuant to this Section 2, a shelf registration statement on an appropriate form under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement Act relating to the offer and sale of the applicable Registrable Securities, Transfer Restricted Securities (as defined below) by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; providedregistration statement (hereafter, howevera "SHELF REGISTRATION STATEMENT" and, that, together with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act, as applicable, in satisfaction of its obligations under this Section 3(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amendeda "REGISTRATION STATEMENT"); PROVIDED, HOWEVER, that no Holder of Transfer Restricted Securities (other than the Initial Purchasers) shall be referred entitled to herein as, and governed have Transfer Restricted Securities held by the provisions herein applicable to, a Shelf Registration Statement. Unless the it covered by such Shelf Registration Statement is an automatic shelf registration statement (as defined unless such Xxxxxx agrees in Rule 405 under writing to be bound by all the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Actprovisions of this Agreement applicable to such Holder. (b) The Issuer Issuers and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders until of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement cease have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to be Registrable Rule 144 under the Securities Act (in any such case, such period being called the “Shelf Registration Period”"SHELF REGISTRATION PERIOD"). The Issuer Issuers and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors any of them voluntarily take takes any action that would result in Holders of securities Transfer Restricted Securities covered thereby not being able to offer and sell such securities Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is law; PROVIDED, HOWEVER, that the foregoing shall not apply to actions taken by such party the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the their obligations of the Issuer and the Guarantors hereunder), including including, without limitation, the acquisition or divestiture of assets, so long as the Issuer Company and the Guarantors promptly within 30 days thereafter comply with the requirements of Section 5(k4(j) hereof, if applicable. (c) The Issuer . Any such period during which the Issuers and the Guarantors shall be entitled fail to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in keep the Shelf Registration Statement or Prospectus effective and the Issuer usable for offers and the Guarantors determine that disclosure at such time sales of Transfer Restricted Securities is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating referred to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).as

Shelf Registration. If If, (i) because of any ------------------ change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) if for any other reason the Registered Exchange Offer is not consummated on declared effective within 180 days following the date of original issuance of the Securities, or prior to the Target Registration Date, (iii) if any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer orheld by it constituting any portion of an allotment remaining unsold after 30 days following the date hereof, or (iv) in the case of any Initial Purchaser that participates in any the Registered Exchange OfferOffer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradable tradeable New Securities or in exchange for Securities constituting any portion of an unsold allotment (ivit being understood that, for purposes of this Section 3, (x) any Holder (other than the requirement that an Initial PurchaserPurchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) is not eligible to participate the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange OfferOffer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, at its cost, as promptly as practicable, file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective by the 210th day after the original date of issuance of the Securities under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that, Statement and Rule 415 under the Act; PROVIDED that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless ; PROVIDED, FURTHER, that no Holder (other than an Initial Purchaser) shall be entitled to have the 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 Agreement applicable to such Holder as provided in a written notice and questionnaire delivered to all Holders (including the Initial Purchasers) notifying such Holders that a Shelf Registration Statement will be filed by the Company, requesting such information with respect to the Holders as required to be disclosed by the Shelf Registration Statement is an automatic shelf registration statement and setting forth a deadline for response therein (as defined which in Rule 405 under the Securities Actno event shall be less than 30 calendar days), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable lawfully delivered by Holders until the earliest of (x) the second anniversary of the date of original issuance of the Securities covered by (or the first anniversary of the effective date if such Shelf Registration Statement cease is filed at the request of the Initial Purchasers), (y) the time when the Securities registered thereunder can be sold by non-affiliates pursuant to be Registrable Rule 144 under the Securities Act without limitation under clauses (c), (e), (f) and (h) of Rule 144, or (z) such time as all the Securities registered thereunder have been sold (in any such case, such period being called the “"Shelf Registration Period”"). During any consecutive 365-day period, the Company will have the ability to suspend the availability of the Shelf Registration Statement 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. The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (i) such action is required by applicable law law, or (ii) upon the occurrence of any event contemplated by paragraph 4(c)(2)(iii) below, such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay Company has determined in good faith that there are no material legal or suspension (but not the basis thereof)commercial impediments in so doing.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 240 days of the Target Registration Date, date hereof; (iii) within thirty (30) days following the consummation of the Registered Exchange Offer any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer and such Holder delivers a written request to the Company within thirty (30) days following the consummation of the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”) and such Initial Purchaser delivers a written request to the Company within thirty (30) days following the consummation of the Registered Exchange Offer, the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablereasonably practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and shall use their commercially its reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 90 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a) hereof; and provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period) from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities (such period being called the “Shelf Registration Period”)outstanding. The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors it voluntarily take takes any action that would reasonably be expected to result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and Company shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended Act; and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the date hereof or the Registered Exchange Offer is not consummated on or prior to within 225 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act, or such other applicable rule adopted by the Commission, in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their its commercially reasonable efforts to cause to become effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement to be declared effective under the Act within 150 days after being so required or requested to file a Shelf registration Statement, relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under K, if applicable, or such other applicable rule adopted by the Securities Act, as applicableCommission, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (ciii) The Issuer and Company shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Securities Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or in currently prevailing interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer Offers as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is Offers are not consummated on within 225 days of the Time of Delivery, or prior to the Target Registration Date, (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser Holder that participates in any of the Registered Exchange OfferOffers, such Initial Purchaser Holder does not receive applicable freely tradable New tradeable Exchange Debt Securities or (iv) any Holder on the date of the exchange (other than due solely to the status of such Holder as an Affiliate of the Company or as a broker-dealer) (it being understood that, for purposes of this Section 3, (x) the requirement that the Initial PurchaserPurchasers deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Debt Securities acquired in exchange for such Offered Debt Securities shall result in such Exchange Debt Securities being not "freely tradeable" but (y) is not eligible to participate the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Debt Securities acquired in the Registered Exchange OfferOffers in exchange for Offered Debt Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Debt Securities being not "freely tradeable") (the events described in clauses (i), (ii) and (iii) of this paragraph are each referred to herein as a "Shelf Registration Event"), the following provisions shall apply: (a) The Issuer and Company shall promptly deliver to the Guarantors shallapplicable Holders written notice of a Shelf Registration Event and, as promptly as practicable, file with the Commission, and, thereafter, shall Commission and thereafter use their commercially its reasonable efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Offered Debt Securities or the applicable Exchange Debt Securities, as the case may be, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, that, that with respect to New Exchange Debt Securities received by an the Initial Purchaser Purchasers in exchange for Original Offered Debt Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its their obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially its reasonable efforts to keep the such Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by such Holders until for a period of two years (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) or such shorter period that will terminate when all the Offered Debt Securities or Exchange Debt Securities, as applicable, covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement cease to be Registrable Securities (in any such case, such period being called the “"Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof").

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 360 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by them following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers and the Guarantors shall apply:file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable, practicable use their reasonable best efforts to file with the Commission, and, thereafter, Commission and shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under Act within 360 days of the Securities Act, otherwise designate an existing registration statement filed with the Commission asClosing Date, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Issuers and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Issuers and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) second anniversary of the Closing Date or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such period being called case, the “Shelf Registration Period”). The Issuer Issuers and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Issuers’ and the Guarantors Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer Issuers and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 210 days of the date of original issuance of the Securities (or, if such day is not a Business Day, the first Business Day thereafter) or the Registered Exchange Offer is not consummated on within 45 days after the Exchange Offer Registration Statement is declared effective (or, if such day is not a Business Day, the first Business Day thereafter); provided that, if the Exchange Offer Registration Statement shall be declared effective, or prior to the Target Registration DateRegistered Exchange Offer shall be consummated, at any time after the expiration of the applicable time period set forth in this clause (ii), then the Company's obligations under this clause (ii) shall terminate; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible under applicable Commission rules, regulations or interpretations to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible under applicable Commission rules, regulations or interpretations to participate in the Registered Exchange OfferOffer or does not receive New Securities in the Registered Exchange Offer that are freely tradeable without limitations under the Act other than by reason of such Holder being an Affiliate of the Company; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 45 days after so required or requested pursuant to this Section 3 (or, if such day is not a Business Day, the first Business Day thereafter)), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially its reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act as promptly as reasonably practicable a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder (i) agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder, (ii) complies with the obligations set forth in Section 4(o) and (iii) executes and delivers such other agreements and documents as may be required by applicable law in connection with such registration; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless ; and provided further, that nothing in this Section 3(b) shall require the Company to file a Shelf Registration Statement, or cause it to be declared effective, at any time earlier than the time an Exchange Offer Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under would be required to be filed, or be declared effective, respectively, pursuant to the Securities Actprovisions of Section 2(a), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease (i) have been sold pursuant to be Registrable Securities the Shelf Registration Statement, (ii) are transferable pursuant to paragraph (k) of Rule 144 under the Act (or any successor provision thereto) or (iii) otherwise are no longer registrable pursuant to the provisions of Section 8 (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it suspends the availability of the Shelf Registration Period if the Issuer and the Guarantors Statement for any period or otherwise voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assetsassets or other material corporate transaction or event, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 365 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Holder notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer or, that (A) due to a change in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities law or (iv) any Holder (other than an Initial Purchaser) Commission policy it is not eligible entitled to participate in the Registered Exchange Offer, (B) due to a change in applicable law or Commission policy it may not resell the following provisions New Securities to be acquired by it in the Registered 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) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or an affiliate of the Company; or (iv) in the case of the Initial Purchasers that participate in the Registered Exchange Offer or acquire New Securities pursuant to Section 2(f) hereof, an Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment and notifies the Company within 20 Business Days after the commencement of the Registered Exchange Offer (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall apply: result in such New Securities being not “freely tradeable;” and (ay) The the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuer and the Guarantors shall, as promptly as practicable, practicable use their commercially reasonable efforts to file with the Commission, and, thereafter, and shall use their commercially reasonable efforts to cause to become and to keep effective a Shelf Registration Statement covering resales of the Notes in accordance with subsection (b) below. (i) The Issuer and the Guarantors shall, if required by subsection (a) above, as promptly as practicable use their commercially reasonable efforts to file with the Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act, or, if permitted by Rule 430B under Act within the Securities Act, otherwise designate an existing registration statement filed with later of (x) 365 days following the Commission asClosing Date or (y) 90 days after such filing obligation arises pursuant to subsection (a) above, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such period being called case, the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is otherwise taken by such party the Issuer and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Issuer’s and the Guarantors Guarantors’ obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer assets and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or ------------------ applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 180 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New freely tradeable Exchange Securities in a the Registered Exchange Offer or, and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder notifies the Issuers before the 30th day following consummation of the Registered Exchange Offer that (A) it is not eligible to participate in the Registered Exchange Offer or (B) it may not resell the Exchange Notes acquired by it in the Registered 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; or (v) in the case of any Initial Purchaser that participates in any the Registered Exchange OfferOffer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradable New tradeable Exchange Securities or in exchange for Securities constituting any portion of an unsold allotment (ivit being understood that (x) any Holder (other than the requirement that an Initial PurchaserPurchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not "freely tradeable"; and (y) is not eligible to participate the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange OfferOffer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with this Section 3. (ab) The Issuer and the Guarantors shall, Issuers shall as promptly as practicable, practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3) file with the Commission, and, thereafter, and thereafter shall use their commercially respective reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 150 days after so required or requested to so file pursuant to this Section 3, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the Exchange Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder -------- ------- (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Exchange Securities -------- ------- received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bc) The Issuer and the Guarantors Issuers shall use their commercially respective reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration ------------------ Period”"). The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially respective ------ reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors any of them voluntarily take takes any action that would result in Holders of securities Securities or Exchange Securities covered thereby not being able to offer and sell such securities Securities or Exchange Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party Issuer in good faith and for valid business reasons (not including avoidance of the such Issuer's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Issuers promptly thereafter comply with the requirements of Section 5(k4(k) hereof, if applicable. (cd) The Issuer and Issuers shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 225 days of the Target Registration Issue Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 and 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ab) The Issuer and the Guarantors shall, Company shall as promptly as practicablereasonably practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially its reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by a majority of such Holders and set forth in such Shelf Registration Statement; providedStatement; PROVIDED, howeverHOWEVER, thatthat nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); PROVIDED, FURTHER, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and PROVIDED, FURTHER, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or and 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bc) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the original issuance date of the Securities or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Securities outstanding (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities or New Securities covered thereby not being able to offer and sell such securities Securities or New Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or before September 15, 2005; (iii) prior to the Target Registration Datecompletion of the Registered Exchange Offer, (iiiA) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities ; or (ivB) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer and so notifies the Company; or (iv) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable") and the Initial Purchaser so notifies the Company, the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer Company and the Guarantors shall, shall as promptly as practicablereasonably practicable (but in no event more than 60 days after so required or requested pursuant to this Section 3, it being understood that in no event shall the Company be required to make any such filing prior to the earlier to occur of (x) March 31, 2005 and (y) the 30th day following delivery from our independent auditors of an audit report covering our consolidated financial statements for the year ending December 31, 2004, file with the Commission, and, thereafter, Commission and shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under Act within 120 days after the Securities Act, otherwise designate an existing registration statement filed with filing of the Commission asShelf Registration Statement, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Company and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Company and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period (the "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of (A) two years from the Closing Date of the Securities (or until one year from the effective date of the Shelf Registration Statement if the Shelf Registration Statement is filed at the request of the Initial Purchasers); (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease can be sold pursuant to be Registrable Rule 144 without any limitations under clauses (c), (e), (f) and (h) thereunder; or (C) the date on which all Securities (such period being called the “Shelf Registration Period”)registered thereunder are disposed of in accordance therewith. The Issuer Company and the Guarantors shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors they voluntarily take any action that would result in Holders bad faith or for the purpose of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law avoiding the Company's or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the Guarantors' obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (ciii) The Issuer Company and the Guarantors shall be entitled to suspend their obligation to file any cause the Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) if for any other reason the Registered Exchange Offer is not consummated on or prior to within 150 days of the Target Registration Closing Date, or (iii) if any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Exchange Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) upon request by such Holder, if any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or (v) upon request by such Initial Purchaser, in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires Exchange Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable Exchange Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of Exchange Securities acquired in exchange for such Securities shall result in such Exchange Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors Company shall, as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3; it being understood that any delay by a Holder or Initial Purchaser in requesting a shelf registration pursuant to this Section 3 shall not in any way prejudice or impair such Holder's or Initial Purchaser's rights under this Agreement), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted Act by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with 180th day after the Commission as, Closing Date a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the Exchange Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that, Statement; provided that with respect to New Exchange Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of three years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or Exchange Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and Holders of Securities may elect to sell their Securities pursuant to one or more Underwritten Offerings; provided, however, that in no event shall any Holder commence any such Underwritten Offering if a period of less than 180 days has elapsed since the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests consummation of the Issuer and its stockholders or if obtaining most recent Underwritten Offering hereunder. No Holder may participate in any financial statements relating Underwritten Offering hereunder unless such Holder agrees to any sell such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not Holder's Securities on the basis thereof) to provided in customary underwriting arrangements entered into in connection therewith and completes and executes all reasonable and customary agreements and documents required under the Holders. Upon the termination or disclosure terms of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)underwriting arrangements.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 210 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests requests, within 20 days after the consummation of the Registered Exchange Offer with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) notifies us within 20 days after the consummation of the Registered Exchange Offer that it is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, shall use their commercially reasonable efforts to cause to become effective under the Securities Act, Commission or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed filing with the Commission asCommission, and shall use its reasonable best efforts to cause to be declared effective under the Act as soon as practicable after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period (the "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of: (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and Company shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, and the any Issuer and the Guarantors determine that disclosure at such time is not in the best interests Free Writing Prospectus, as of the Issuer date thereof, (A) to comply in all material respects with the applicable requirements of the Act; and its stockholders (B) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein (in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any case of the conditions described Prospectus and any Issuer Free Writing Prospectus, in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice light of the delay or suspension (but circumstances under which they were made) not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to the Target Registration Datebefore September 12, 2008; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 90 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period the “Shelf Registration Period”) from the date the Shelf Registration Statement is declared effective by the Commission until (A) the expiration of the time period referred to in Rule 144(d)(1)(ii) under the Act or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (ciii) The Issuer and Company shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus and such amendment or supplement, (A) to comply in all material respects with the Issuer and the Guarantors determine that disclosure at such time is not in the best interests applicable requirements of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended Act; and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the Issuer staff of the SEC, the Company and the Guarantors Guarantor determine upon advice of after consultation with its outside counsel that a Registered the Company or the Guarantor is not permitted to effect the Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff2.1 hereof, (ii) if for any other reason (A) the Registered Exchange Offer Registration Statement is not declared effective within 270 days following the Closing Date or (B) the Exchange Offer is not consummated on or prior to within 300 days after the Target Registration Closing Date, (iii) any if the Initial Purchaser so requests is holding Private Exchange Securities issued with respect to Original Registrable Securities that were not eligible to be exchanged for New Exchange Securities in a Registered the Exchange Offer or, in or if the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Exchange Securities or in the Exchange Offer, upon the request of the Initial Purchaser, (iv) upon notice of any Holder (other than an 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 eligible entitled to participate in the Registered Exchange Offer, (B) due to a change in law or SEC policy it may not resell the following provisions shall applyExchange 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) it is a broker-dealer and owns Registrable Securities acquired directly from the Company or the Guarantor or an “affiliate” of the Company or the Guarantor (as such term is defined in Rule 405 under the 0000 Xxx) or (v) the holders of a majority of the Exchange Securities may not resell the Exchange Notes acquired by them in the Exchange Offer to the public 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 Guarantor shall, at their cost: (a) The Issuer and the Guarantors shall, as As promptly as practicable, file with the CommissionSEC, and, thereafter, and thereafter shall use their commercially reasonable best efforts to cause to become be declared effective under as promptly as practicable but no later than 270 days after the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asClosing Date, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities, Securities by the applicable Holders from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; provided, however, that, with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities Act, as applicable, in satisfaction of its obligations under this Section 3(a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors shall use Use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until the earlier of (A) two years from the date the Shelf Registration Statement is declared effective by the SEC, (B) the date on which the Registrable Securities become eligible for resale pursuant to Rule 144(k) or any successor provision or (C) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (such period being called the “Shelf Registration Effectiveness Period”). The Issuer and ; provided, however, that the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep Effectiveness Period in respect of the Shelf Registration Statement effective during shall be extended if and to the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able extent necessary to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter permit dealers to comply with the applicable prospectus delivery requirements of Section 5(k) hereof, if applicableRule 174 under the 1933 Act and as otherwise provided herein. (c) The Issuer and the Guarantors shall be entitled Notwithstanding any other provisions hereof, use their reasonable best efforts to suspend their obligation to file ensure that (i) any Shelf Registration Statement or and any amendment thereto, furnish thereto and any Prospectus forming part thereof and any supplement or amendment to a Prospectus included thereto complies in a all material respects with the 1933 Act and the rules and regulations thereunder, (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 free writing prospectus, make Prospectus forming part of any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a Shelf Registration Statement material fact or omit to remain effective state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company and the Guarantor further agree, if necessary, to supplement or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in amend the Shelf Registration Statement or Prospectus Statement, as required by Section 3(b) below, and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice furnish to the Holders of Registrable Securities copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the cessation of the delay or suspension (but not the basis thereof)SEC.

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff the Guarantors determine upon advice of outside counsel that a Company is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law 1 hereof, or applicable interpretations of the Staff, (ii) for any other reason Securities validly tendered pursuant to the Registered Exchange Offer is are not consummated on or prior to exchanged for Exchange Securities within 210 days after the Target Registration Issue Date, or (iii) any Initial Purchaser so requests with respect to Original Securities or Private Exchange Securities not eligible to be exchanged for New Exchange Securities in a the Registered Exchange Offer or, in and held by it following the case consummation of any Initial Purchaser that participates in any the Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any applicable law or interpretations do not permit any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer, or (v) any Holder that participates in the Registered Exchange Offer does not receive freely transferable Exchange Securities in exchange for tendered Securities, other than by reason of such Holder being an Affiliate of the Company (it being understood that, for purposes of this Section 2, the requirement that an Exchanging Dealer deliver a prospectus in connection with sales of Exchange Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of marketmaking activities or other trading activities shall not result in such Exchange Securities being not "freely tradeable"), or (vi) the Company so elects, then the following provisions shall apply: (a) The Issuer and the Guarantors shall, Company shall use its reasonable best efforts to file as promptly as practicable, file practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) with the Commission, and, thereafter, and thereafter shall use their commercially its reasonable best efforts to cause to become effective be declared effective, a shelf registration statement on an appropriate form under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement Act relating to the offer and sale of the applicable Registrable Securities, Transfer Restricted Securities (as defined below) by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such registration statement (hereafter, a "Shelf Registration Statement; Statement" and, together with any Exchange Offer Registration Statement, a "Registration Statement"); provided, however, that, with respect to New Exchange Securities or Private Exchange Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective posteffective amendment to the Exchange Offer Registration Statement containing the information required by Regulation SK Items 507 and/or 508 of Regulation S-K under the Securities Act508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus prospectus forming a part thereof to be usable used by Holders until of Transfer Restricted Securities for a period ending on the earlier of (i) two years from the Issue Date or such shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf Registration Statement cease have been sold pursuant thereto and (ii) the date on which the Securities become eligible for resale without volume restrictions pursuant to be Registrable Rule 144 under the Securities Act (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Transfer Restricted Securities covered thereby not being able to offer and sell such securities Transfer Restricted Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors Company's obligation hereunder), including the acquisition or divestiture of assetsassets and other material transactions involving the Company, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(j) hereof, if applicable. (c) The Issuer and Notwithstanding any other provisions hereof, the Guarantors shall be entitled to suspend their obligation to file Company will ensure that (i) any Shelf Registration Statement or and any amendment thereto, furnish thereto and any prospectus forming part thereof and any supplement or amendment to a Prospectus included thereto complies in a all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Shelf Registration Statement and any amendment thereto (in either case, other than with respect to information included therein in reliance upon or in conformity with written information furnished to the Company by or on behalf of any free writing prospectus, Holder specifically for use therein (the "Holders' Information")) does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any other filing with the Commission that would be incorporated by reference into a prospectus forming part of any Shelf Registration Statement, cause and any supplement to such prospectus (in either case, other than with respect to Holders' Information), does not include an untrue statement of a Shelf Registration Statement material fact or omit to remain effective or state a material fact necessary in order to make the Prospectus or any free writing prospectus to remain usable or take any similar action (collectivelystatements therein, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests light of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer Commission's staff, the Company and the Guarantors determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof; or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 240 days of the Target Registration Closing Date, ; (iii) any Initial Purchaser so requests with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer Company and the Guarantors shall, as promptly as practicable, file shall effect a Shelf Registration Statement in accordance with subsection (b) below. (i) The Company and the Commission, and, thereafter, Guarantors shall use their commercially reasonable efforts to cause to become be filed as soon as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 3), file with the Commission and shall use their commercially reasonable efforts to cause to be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission asAct within 210 days after so required or requested, a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Company and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer Company and the Guarantors shall use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Act, and supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders for a period (the "Shelf Registration Period") from the date the Shelf Registration Statement is declared effective by the Commission until the earlier of (A) the second anniversary thereof or (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities (such period being called the “Shelf Registration Period”)Statement. The Issuer Company and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if either the Issuer and Company or the Guarantors voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities at any time during that periodthe Shelf Registration Period, unless (i) such action is (x) required by applicable law or (ii) such action is taken otherwise undertaken by such party the Company and the Guarantors in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer Company's and the Guarantors Guarantors' obligations hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of (y) permitted pursuant to Section 5(k4(k)(ii) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Registered Exchange Offer is not consummated on within 180 days of the date hereof, or prior to the Target Registration Date, (iii) any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in and held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an Initial a Purchaser) shall notify the Company in writing that it is not eligible under applicable law to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in a distribution of the New Securities) or (v) in the case of any Purchaser that participates in the Registered Exchange Offer, such Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable") or (vi) if the Company so elects; provided that any such election shall not relieve the Company of its obligations pursuant to Section 2 hereof, the following provisions shall apply: (a) The Issuer and the Guarantors shall, Issuers shall as promptly as practicable, practicable file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, Statement; provided that, with respect to New Securities received by an Initial a Purchaser in exchange for Original Securities securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its their obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Issuers shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period of two years (or until one year after its effective date if such Shelf Registration Statement is filed at the request of any of the Purchasers) from the date the Shelf Registration Statement is declared effective (the "Expiration Date") by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"); provided however that during any consecutive 365-day period, the Company shall have the option to suspend avail- 8 -8- ability of the Shelf Registration Statement for up to two 30-consecutive-day periods, except for the consecutive 30-day period immediately prior to the Expiration Date, if the Company's Board of Directors determines in the exercise of its reasonable judgment that there is a valid business purpose for such suspension; provided further that if the Shelf Registration Period terminates and all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have not been sold, the Company will cause the effectiveness to be extended by the number of days during which the Registration Statement was not usable pursuant to the preceding proviso. The Issuer and the Guarantors Issuers shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the any Issuer and the Guarantors voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party Issuer in good faith and for valid business reasons (not including avoidance of the such Issuer's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the such Issuer and the Guarantors promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors Issuers determine upon advice of their outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Registered Exchange Offer is not consummated on or prior to within 150 days of the Target Registration Date, date hereof; (iii) any Initial Purchaser so requests in writing with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) notifies the Issuers in writing that it is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall not result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Issuers shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below; provided, however that the Issuers shall only be required to register Securities under the Shelf Registration Statement for persons who have identified themselves to the Issuers as Holders thereof. If in the judgment of the Company’s Board of Directors exercised reasonably and in good faith the use of the Shelf Registration Statement and the disclosure required to be made therein would materially interfere with a valid business purpose of the Issuers, the Company may deliver a notice to such effect to the Holders, and upon receipt of such notice, the Holders shall cease distribution of the Securities or New Securities under a Shelf Registration Statement for the period of time (the “Shelf Delay Period”) set forth in such notice (which shall not be greater than 60 days). Notwithstanding the foregoing, there shall not be more than one Shelf Delay Period declared in any one calendar year. The Company shall use its reasonable efforts to minimize the length of any Shelf Delay Period and shall promptly notify the Holders upon the termination thereof. (ab) The Issuer and the Guarantors shall, Issuers shall as promptly as practicable, practicable (but in no event more than 30 days after so required or requested pursuant to this Section 3) file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act within 60 days after so required or requested pursuant to this Section 3 a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat nothing in this Section 3(b) shall require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange Offer Registration Statement set forth in Section 2(a); provided, further, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Issuers may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its their obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bc) The Issuer and the Guarantors Issuers shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the date of the initial sale of the Notes or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer and the Guarantors Issuers shall not be obligated to amend or supplement such Shelf Registration Statement more than once per calendar quarter to reflect additional Holders. The Issuers shall be deemed not to have used their commercially reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors any of them voluntarily take takes any action that would result in Holders of securities Securities or New Securities covered thereby not being able to offer and sell such securities Securities or New Securities during that period, unless (iA) such action is required by applicable law or (iiB) such action is taken by such party Issuer in good faith and for valid business reasons (not including avoidance of the such Issuer’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Issuers promptly thereafter comply with the requirements of Section 5(k4(k) hereof, if applicable. (cd) The Issuer and Issuers shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related Prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in date of the Shelf Registration Statement or Prospectus such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission; and its stockholders (ii) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the statements therein, in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Issuer and Commission’s staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, hereof; (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days of the date of original issuance of the 2006 Securities or the Registered Exchange Offer is not consummated on or prior to within 210 days of the Target Registration Date, date of original issuance of the 2006 Securities; (iii) any Initial Purchaser so requests within 45 days of consummation of the Registered Exchange Offer with respect to Original Securities that are not eligible to be exchanged for New Securities in a the Registered Exchange Offer or, in and that are held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or ; (iv) any Holder (other than an Initial Purchaser) is so requests within 45 days of consummation of the Registered Exchange Offer on the basis that such Holder was not eligible to participate in the Registered Exchange OfferOffer or does not receive freely tradeable New Securities in the Registered Exchange Offer other than by reason of such Holder being an Affiliate of the Company (it being understood that a requirement to deliver a Prospectus in connection with market-making activities or other trading shall not result in the applicable securities not being “freely tradeable”); or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver an Exchange Offer Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the following provisions Company shall apply:effect a Shelf Registration Statement in accordance with subsection (b) below. (ai) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 60 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable efforts to cause to become effective under the Securities ActAct a Shelf Registration Statement, oror shall, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed effective filing with the Commission as, for use by the Holders as a Shelf Registration Statement Statement, relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, thatthat no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items Item 507 and/or or 508 of Regulation S-K under the Securities ActK, as applicable, in satisfaction of its obligations under this Section 3(a) subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (bii) The Issuer and the Guarantors Company shall use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the Closing Date or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “Shelf Registration Period”). The Issuer and the Guarantors Company shall be deemed not to have used their commercially its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (iA) such action is required by applicable law law; or (iiB) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. The Company is expressly permitted to suspend the effectiveness of the Shelf Registration Statement in good faith in connection with the acquisition or divestiture of assets, so long as the Company promptly thereafter complies with the requirements of Section 4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Issuer and the Guarantors determine upon advice of outside counsel that is not permitted to effect a Registered Exchange Offer Offer, as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law or applicable interpretations of the Staff, 1 hereof; (ii) for because of any change in law or in applicable interpretations thereof by the staff of the Commission prior to the 90th day after the Closing Date, the Issuer, pursuant to the ultimate paragraph of Section 1 hereof, undertakes reasonable and prompt efforts to obtain a favorable no-action letter or other reason decision from the Commission to allow the Issuer to consummate the Registered Exchange Offer and a response from the Commission has not been received prior to the 110th day after the Closing Date and Additional Interest (as defined in Section 6 hereof) has been assessed pursuant to Section 6(a)(i) hereof; (iii) the Registered Exchange Offer is not consummated on or prior to by the Target Registration 250th day after the Closing Date, ; (iiiiv) any Initial Purchaser so requests and notifies the Issuer within 10 business days following the consummation of the Registered Exchange Offer with respect to Original the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for New Exchange Securities in a the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer; or (v) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) any Holder (other than an Initial PurchaserExchanging Dealer) is not eligible to participate that participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Securities on the date of the exchange and any such Holder so requests and notifies the Issuer within 10 business days following the consummation of the Registered Exchange Offer, the Issuer shall take the following provisions shall apply:actions (the date on which any of the conditions described in the foregoing clauses (i) through (v) occur, including in the case of clauses (iv) or (v) the receipt of the required notice, being a "Trigger Date"): (a) The Issuer and shall promptly (but in no event more than 60 days after the Guarantors shall, as promptly as practicable, Trigger Date (such 60th day being a "Filing Deadline")) file with the Commission, and, thereafter, shall Commission and thereafter use their commercially its reasonable efforts to cause to become be declared effective no later than 140 days after the Trigger Date (such 140th day being an "Effectiveness Deadline") a registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, a Shelf Registration Statement Act relating to the offer and sale of the applicable Registrable Securities, Transfer Restricted Securities by the applicable Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such the Shelf Registration Statement; Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that, with respect that no Holder (other than any Initial Purchaser) shall be entitled to New Securities received by an Initial Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under have the Securities Act, as applicable, in satisfaction of its obligations under this Section 3(a) with respect thereto, and any held by it covered by such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined unless such Holder agrees in Rule 405 under writing to be bound by all the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Actprovisions of this Agreement applicable to such Holder. (b) The Issuer and the Guarantors shall use their commercially its reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof prospectus included therein to be usable lawfully delivered by the Holders until of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(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 cease to be Registrable (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) (such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors shall be deemed not to have used their commercially its reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take takes any action that would result in Holders of securities Securities covered thereby not being able to offer and sell such securities Securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicablelaw. (c) The Notwithstanding any other provisions of this Agreement to the contrary, the Issuer and shall cause the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement and the related prospectus and any amendment or amendment supplement thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with as of the Commission that would be incorporated by reference into a effective date of the Shelf Registration Statement, cause a Shelf Registration Statement amendment or supplement, (i) to remain effective or comply in all material respects with the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving applicable requirements of the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus Securities Act and the Issuer rules and the Guarantors determine that disclosure at such time is not in the best interests regulations of the Issuer Commission and its stockholders (ii) not to contain any untrue statement of a material fact or if obtaining any financial statements relating omit to any such acquisition or business combination state a material fact required to be included stated therein or necessary in order to make the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any statements therein, in light of the conditions described in the foregoing sentencecircumstances under which they were made, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof)misleading.

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Issuer and Commission's staff, the Guarantors determine Company determines upon advice of its outside counsel that a it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) if for any other reason the Registered Exchange Offer is not consummated on within 150 days of the date hereof, or prior to the Target Registration Date, (iii) if any Initial Purchaser so requests with respect to Original Securities not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in held by it following consummation of the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities or (iv) if any Holder (other than an Initial a Purchaser) is not eligible to participate in the Registered Exchange OfferOffer or (v) in the case of any Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that, for purposes of this Section 3, (x) the requirement that a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market- making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer and the Guarantors shall, Company shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration 6 Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; Statement; provided, however, that, that with respect to New Securities received by an Initial a Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer and the Guarantors Company may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer and the Guarantors Company shall use their commercially reasonable its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of three years from the date the Shelf Registration Statement is declared effective by the Commission or such shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement cease have been sold pursuant to be Registrable Securities the Shelf Registration Statement (in any such case, such period being called the “"Shelf Registration Period”"). The Issuer and the Guarantors Company shall be deemed not to have used their commercially reasonable its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if the Issuer and the Guarantors it voluntarily take 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 (i) such action is required by applicable law law, or (ii) such action is taken by such party the Company in good faith and for valid business reasons (not including avoidance of the Company's obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors Company promptly thereafter comply complies with the requirements of Section 5(k4(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).

Shelf Registration. If If, (i) because of any change in law or applicable interpretations thereof by the Issuer Commission's staff, the Company and the Guarantors determine upon advice of outside counsel that a they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof may not be completed as soon as practicable after the last date for acceptance of Original Securities for exchange because it would violate any applicable law hereof, or applicable interpretations of the Staff, (ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 120 days after the Closing Date or the Registered Exchange Offer is not consummated on or prior to within 150 days after the Target Registration Closing Date, or (iii) any Initial Purchaser so requests with respect to Original Securities (or any New Securities received pursuant to Section 2(f)) not eligible to be exchanged for New Securities in a Registered Exchange Offer or, in the case of any Initial Purchaser that participates in any Registered Exchange Offer, such Initial Purchaser does not receive freely tradable New Securities Securities, or (iv) any Holder (other than an Initial a Purchaser) is not eligible to participate in the Registered Exchange Offer, or (v) in the case of any such Holder that participates in the Registered Exchange Offer, such Holder does not receive freely tradable New Securities in exchange for tendered securities, other than by reason of such Holder being an affiliate of the Company within the meaning of the Act (it being understood that, for purposes of this Section 3, (x) the requirement that a Purchaser deliver a Prospectus containing the information required by Items 507 and/or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradeable"), the following provisions shall apply: (a) The Issuer Company and the Guarantors shall, shall as promptly as practicablepracticable (but in no event more than 30 days after so required or requested pursuant to this Section 3), file with the Commission, and, thereafter, Commission and thereafter shall use their commercially reasonable its best efforts to cause to become be declared effective under the Securities Act, or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing registration statement filed with the Commission as, Act a Shelf Registration Statement relating to the offer and sale of the applicable Registrable Securities or the New Securities, as applicable, by the applicable Holders from time to time in accordance with the methods of distribution elected by such the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement; Statement (such Securities or New Securities, as applicable, to be sold by such Holders under such Shelf Registration Statement being referred to herein as "Registration Securities"); provided, however, that, with respect to New Securities received by an Initial a Purchaser in exchange for Original Securities constituting any portion of an unsold allotment, the Issuer Company and the Guarantors may, if permitted by current interpretations by the StaffCommission's staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Items 507 and/or 508 of Regulation S-K under the Securities ActItems 507 and/or 508, as applicable, in satisfaction of its obligations under this Section 3(aparagraph (a) with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. Unless the Shelf Registration Statement is an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), the Issuer and the Guarantors shall include therein the information required by Rule 430B(b)(2)(iii) under the Securities Act. (b) The Issuer Company and the Guarantors shall use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders until for a period of two years from the Securities covered by date the Shelf Registration Statement cease to be Registrable Securities (such period being called the “Shelf Registration Period”). The Issuer and the Guarantors shall be deemed not to have used their commercially reasonable efforts to keep the Shelf Registration Statement is declared effective during the Shelf Registration Period if the Issuer and the Guarantors voluntarily take any action that would result in Holders of securities covered thereby not being able to offer and sell such securities during that period, unless (i) such action is required by applicable law or (ii) such action is taken by such party in good faith and for valid business reasons (not including avoidance of the obligations of the Issuer and the Guarantors hereunder), including the acquisition or divestiture of assets, so long as the Issuer and the Guarantors promptly thereafter comply with the requirements of Section 5(k) hereof, if applicable. (c) The Issuer and the Guarantors shall be entitled to suspend their obligation to file any Shelf Registration Statement or amendment thereto, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any free writing prospectus, make any other filing with the Commission that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any free writing prospectus to remain usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Issuer or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Issuer and the Guarantors determine that disclosure at such time is not in the best interests of the Issuer and its stockholders or if obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Issuer and the Guarantors shall give prompt notice of the delay or suspension (but not the basis thereof) to the Holders. Upon the termination or disclosure of such condition, the Issuer and the Guarantors shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Holders of the cessation of the delay or suspension (but not the basis thereof).shorter period