Common use of Shelf Registration Clause in Contracts

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years 360 days after the Issue Datedate that the Shelf Registration Statement is declared effective, (ii) such shorter period ending when the date on which all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon on which all Registrable Securities are resold to the public pursuant to Rule 144 have been otherwise sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of each Issuer or a similar governing body of any parent company of the Issuers determine either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuerssuch Board, would be detrimental to the Issuers either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities that are subject to the Shelf Notice (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Issuer shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Dateeffectiveness of the Initial Shelf Registration, (ii) such shorter period ending the time when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or Registration, (iii) the date upon which all Registrable Securities are resold covered by such Shelf Registration become eligible to the public be sold pursuant to Rule 144 144, and the Company and the Holders of such Registrable Securities agree, in accordance with the amendment provisions of this Agreement, that such Registrable Securities will no longer be considered Registrable Securities and (iv) the Registrable Securities cease to be outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if (i) an event or circumstance occurs and is continuing as a result of which the Boards Initial Shelf Registration Statement or Subsequent Shelf Registration, the related Prospectus or any document incorporated therein by reference as then amended or supplemented or proposed to be filed would, in the reasonable and good faith judgment of the board of directors (the “Board of Directors”) of the Issuer, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 X-0, Xxxx X-0 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two the date that is seven years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 90 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action disclosure is required by applicable law. Notwithstanding anything in this Agreement to the contrary, neither the Issuers nor the Guarantors shall be obligated to file a Shelf Registration, or cause a Shelf Registration to be effective or continue to be effective, prior to the date that is five years after the Issue Date.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees, and Additional Notes (if any) and the related guarantees, to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after date that is one year from the Issue Date, (ii) Effectiveness Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 75 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Promptly upon the Request of the Holders (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file with the SEC and cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the “Initial right to resell such Registrable Securities under the Shelf Registration”until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Issuers and the Guarantors shall Company agrees to use its reasonable best efforts to file with keep the SEC Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Initial Shelf. Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (includingStatement, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Boards Board of Directors of the Issuers determine reasonably and in good faith Wyndham determines that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. The Issuers Issuer shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 F-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 240 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) closing date of the Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, 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(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors Management Board of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors Management Board of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use commercially reasonable its best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “"Effectiveness Period”"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “"Shelf Suspension Period”"), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers shall promptly use their reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use commercially their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iiix) the date upon which all is two years from the Issue Date or (y) the date on which no Registrable Securities Notes are resold to the public pursuant to Rule 144 outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Boards of Directors of the Issuers determine reasonably and in good faith Company all information required to be disclosed so that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental previously furnished to the Issuers if so disclosed Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnecessary in order to make the statements therein not misleading.

Shelf Registration. The Issuers shall promptly use their commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another any appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Exchange Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until for the earliest period ending on the earlier of (i) two years the date that is one year after the Issue Date, (ii) such shorter period ending when effective date of the Initial Shelf Registration and the date all Registrable Securities notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold subject to extension pursuant to the public pursuant to Rule 144 last paragraph of Section 5 hereof (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three one (31) times time during any calendar year (each, a “Shelf Suspension Period”), if the Boards board of Directors directors or applicable governing body of the Issuers determine determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards board of Directors directors or applicable governing body of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers (a) On or before the earlier to occur of (i) the twenty-one (21)-month anniversary of the date of this Agreement or (ii) the date which is six (6) months after the Company has redeemed all of the Preferred Shares held by all Holders (such date hereafter, the “Lock-up Expiration”), the Company shall promptly file with the SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415 covering under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities (the such registration statement, a “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Registrable Securities for resale by Holders in the manner or manners Shelf Registration Statement shall be designated by them the Company as an automatic shelf registration statement (including, without limitation, one or more underwritten offeringsas defined in Rule 405 under the Securities Act). The Issuers Shelf Registration Statement shall contain (except if otherwise directed by a Holder) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A and shall name the Guarantors Holders as the selling security holders. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the Holders no longer hold any Registrable Securities. If the Shelf Registration Statement is not on Form S-3ASR, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective become effective, as promptly as practicable, but in no event later than ninety (90) days after the filing of such Shelf Registration Statement. (b) In the event any Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus (a “Shelf Take-Down”) in an underwritten offering after the Lock-up Expiration, such Holder shall notify the Company of such intent (a “Shelf Take-Down Notice”) and shall deliver such Shelf Take-Down Notice at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement if a Company Supported Distribution is not also being requested as part of such Shelf Take-Down Notice, or least thirty (30) Business Days prior to any intended distribution of Registrable Securities Act on under the Shelf Registration Statement if a Company Supported Distribution is being requested as part of the Shelf Take-Down Notice. The Company shall reasonably cooperate with the Holder to facilitate any such distribution requested in a Shelf Take-Down Notice, including making such revisions to the Plan of Distribution as reasonably requested and taking the actions required pursuant to Sections 2.05(a)(ix)-(xv) and pursuant to Section 2.05(a)(xvi) if a Company Supported Distribution is requested in such Shelf-Take-Down Notice. From and after the date the Shelf Registration Statement is declared or deemed effective, the Company shall, as promptly as practicable after the date of the Shelf Take-Down Notice: (i) prepare and, if required by applicable Law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document in such a manner as to permit the Holders to deliver or be deemed to have delivered such Prospectus to purchasers of Registrable Securities in accordance with applicable Law; and (ii) provide the Holders copies of any documents filed pursuant to Section 2.01(b)(i). (c) In the event that the Holders request a Shelf Take-Down via an underwritten offering during a Suspension Period, the Company, in its sole discretion may delay assisting with such Shelf Take-Down until such time as a Suspension Period is no longer in effect. (d) In the case that Holders request a Company Supported Distribution, the Holders shall have the right to notify the Company that they have determined that the Shelf Take-Down be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw all activities undertaken in connection with such offering with respect to Registrable Securities, and such withdrawn Shelf Take-Down shall not count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi). However, if such Shelf Take Down is abandoned or withdrawn after any underwriter has commenced marketing activities with respect to such offering and the Company’s name has been disclosed to more than seven (7) investors (a “Launch”), then such Shelf Take Down will count against the limit of such Company Supported Distributions set forth in Section 2.05(a)(xvi) unless (i) such abandonment or withdrawal is based upon material adverse information concerning the Company that the Company has not publicly disclosed in compliance with applicable securities Laws at least five (5) Business Days prior to the Effectiveness Date and to keep Company’s receipt of such withdrawal request, or (ii) there occurs an event or series of related events that (A) has a material adverse effect on the Initial business, assets, condition (financial or otherwise) or results of operations of the Company or (B) has caused a Market Material Adverse Effect. In the event that a Shelf Registration continuously effective under Take-Down is abandoned or withdrawn for any reason other than the Securities Act until the earliest of reasons set forth in clauses (i) two years after the Issue Date, or (ii) of the preceding sentences, the Holders shall reimburse the Company for all Registration Expenses incurred by the Company in connection with any such shorter period ending when all Registrable abandoned or withdrawn Shelf Take-Down. (e) The Holders agree that the Company may include any Other Securities covered by the Initial any Existing Registration Rights Agreements that it deems appropriate in any Shelf Registration have been sold in Statement filed pursuant to this Agreement, subject to the manner cutback limitations set forth and as contemplated in Section 2.01(f). (f) In the Initial event that the SEC sets forth a limitation on the securities that may be registered on a particular Shelf Registration orStatement, if applicable, a Subsequent the Company may reduce the number of securities to be registered on such Shelf Registration or (iii) Statement to such number of securities as allowed by the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)SEC; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any timethat, the Issuers may delay the filing of any Initial Company shall include in such Shelf Registration Statement or delay or suspend (i) first, the effectiveness thereof, for a reasonable period quantity of time, but not Registrable Securities requested to be included in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or and (ii) second, any remaining amounts, if any, shall be allocable to holders of Other Securities, pro rata, based on the continuing effectiveness thereof would require number of Other Securities proposed by the disclosure Company to be included in such Shelf Registration Statement and the number of non-public material information that, in the reasonable judgment Other Securities Beneficially Owned by each such holder of Other Securities. If less than all of the Boards of Directors Registrable Securities may be included in such Shelf Registration Statement, the Company shall as soon as practicable, subject to the rules and regulations of the IssuersSEC, would be detrimental file such additional Shelf Registration Statements as necessary to register all of the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawRegistrable Securities on Shelf Registration Statements in accordance with this Section 2.01.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use all reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use commercially all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after from the Issue Date, (ii) Date or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration oror cease to be outstanding, if applicable, a Subsequent Shelf Registration or (iiiii) the date upon which all Registrable Securities Notes are resold eligible to be sold to the public pursuant to Rule 144 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act (the “"Effectiveness Period”"); , provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Boards of Directors Company all information required to be disclosed so that the information previously furnished to the Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawcircumstances under which they were made.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 X-0, Xxxx X-0 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Except in the case of an automatically effective shelf registration statement pursuant to Rule 462(e) under the Securities Act, the Company shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of (i) the date that is two years after from the Issue Date, Date and (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive 90 days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Issuer shall as reasonably promptly as practicable file with the SEC a Registration Statement covering all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 covering all of (the Registrable Securities (“Shelf Registration” and such Registration Statement, the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (as defined below). The Issuer shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, or (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration Statement or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 Statement (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided, however, that the Effectiveness Period shall be extended for the number of days of any such Shelf Suspension Period exercised by the Issuer. In the event that the Issuer is required to file an Initial Shelf Registration Statement solely as a result of the matters referred to in clause 2(c)(ii) hereof, but the Exchange Offer is subsequently completed prior to the sale of all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement, upon consummation of the Exchange Offer the Issuer will no longer be required to file, have declared effective or continue the effectiveness of the Initial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), (iii), (iv) or (v) hereof).

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Corporation shall promptly file with the SEC a Shelf Registration Statement for an offering (“U.S. Shelf Registration”) relating to be made on a continuous basis pursuant the offer and sale of all Registrable Securities by any Holders thereof from time to time in accordance with Rule 415 covering under the U.S. Securities Act and all of the Registrable Securities (methods of distribution elected by any Holder in its sole discretion and set forth in the “Initial Shelf Registration”). The Issuers Registration Statement and the Guarantors shall use reasonable its best efforts to file with the SEC the Initial cause such Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the U.S. Securities Act on by no later than the first anniversary of the Initial Public Offering. The Corporation agrees, if necessary, to supplement or prior make amendments to the Effectiveness Date Shelf Registration Statement, if required by the registration form used by the Corporation for the U.S. Shelf Registration or by the instructions applicable to such registration form or by the U.S. Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders Majority or, with respect to such changes related to sales by the Xxxxxxxx Group, the Xxxxxxxx Group. (b) If requested by the Xxxxxxxx Group, the Corporation shall, contemporaneously with the filing of such Shelf Registration Statement, file with the Canadian Commissions a Shelf Prospectus (“Canadian Shelf Qualification”) relating to the offer and sale of all Registrable Securities by any Holders thereof from time to time in accordance with Canadian Securities Legislation and all of the methods of distribution elected by any Holder in its sole discretion and set forth in the Shelf Prospectus and shall use its best efforts to qualify all such Registrable Securities for distribution under the Shelf Prospectus in accordance with Canadian Securities Legislation concurrently with the effectiveness under the U.S. Securities Act of the Shelf Registration Statement and in any event by the first anniversary of the Initial Public Offering; provided, however, that the Corporation shall not permit the qualification of any Registrable Securities for distribution under the Shelf Prospectus until the Shelf Registration Statement has been declared effective under the U.S. Securities Act. The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Prospectus, if required by Canadian Securities Legislation or as may reasonably be requested by the Xxxxxxxx Group. (c) The Corporation shall use its best efforts to keep the Initial such Shelf Registration Statement (or a replacement Shelf Registration Statement) continuously effective under the U.S. Securities Act in order to permit the prospectus forming a part thereof to be usable by Holders until the earliest earlier of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon as of which all Registrable Securities are resold have been sold (but in no event prior to the public applicable period referred to in Section 4(3) of the U.S. Securities Act and Rule 174 thereunder) and (ii) the date as of which each of the Holders is permitted to sell its Registrable Securities pursuant to Rule 144 under the U.S. Securities Act without volume limitations or other restrictions on transfer thereunder (such period of effectiveness, the “Effectiveness U.S. Shelf Period”). Subject to Section 2.3(e), the Corporation shall not be deemed to have used its best efforts to keep the Shelf Registration Statement effective during the U.S. Shelf Period if the Corporation voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement (or a replacement Shelf Registration Statement) during the U.S. Shelf Period, unless such action or omission is required by applicable law. (d) The Corporation shall use its best efforts to keep such Shelf Prospectus (or a replacement Shelf Prospectus) continuously effective under the Canadian Securities Laws until the earlier of (i) the date as of which all Registrable Securities held by the Xxxxxxxx Group have been sold and (ii) the date as of which each member of the Xxxxxxxx Group is permitted to sell its Registrable Securities pursuant to Rule 45-102 (or any successor rule) without restrictions thereunder (except for the restrictions on making unusual efforts to prepare the market or payment of an extraordinary commission in respect of the sale) or reliance upon any prospectus exemption under Canadian Securities Legislation in effect at such time (such period of effectiveness, the “Canadian Shelf Period”). Subject to Section 2.3(e), the Corporation shall not be deemed to have used its best efforts to keep the Shelf Prospectus effective during the Canadian Shelf Period if the Corporation voluntarily takes any action or omits to take any action that would result in any Holder of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Prospectus (or a replacement Shelf Prospectus) during the Canadian Shelf Period, unless such action or omission is required by applicable law or as set forth herein. (e) If the continued use of such Shelf Registration Statement or Shelf Prospectus at any time would require the Corporation, in the good faith judgment of the Board of Directors, to disclose material information, the premature disclosure of which would materially adversely affect the Corporation or which would substantially interfere with any material transaction being considered by the Corporation, the Corporation may, upon giving at least 10 days’ prior written notice of such action to the Holders, suspend use of the Shelf Registration Statement and/or the Shelf Prospectus, as applicable, for up to 45 consecutive days (a “Shelf Suspension”); provided, however, at the expiry of such Shelf Suspension if in the good faith judgment of the Board of Directors the disclosure of the material information continues to be premature and the disclosure of which would still materially adversely affect the Corporation or substantially interfere with the proposed transaction if made, the Board of Directors may continue the Shelf Suspension for an additional 30 consecutive days; provided, further, however, that the Effectiveness Period Corporation shall not be permitted to utilize its suspension rights under this Section 2.3(e) for more than 90 days in respect total in any consecutive twelve month period. The Corporation shall immediately notify the Holders upon the termination of any Shelf Suspension, amend or supplement the prospectus forming a part of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend and/or the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Boards Holders such numbers of Directors copies of the Issuers determine prospectuses as so amended or supplemented as the Holders may reasonably and in good faith that request. (f) If the filing of any Holders Majority or the Xxxxxxxx Group so elects, an offering pursuant to such Initial Shelf Registration Statement and/or such Shelf Prospectus shall be in the form of a firm underwritten offering, pursuant to the terms of Section 2.9. If the managing underwriter or the continuing effectiveness thereof would require the disclosure underwriters of non-public material information such proposed underwritten offering advise in writing that, in its or their opinion, the reasonable judgment number of securities requested to be included in such underwritten offering exceeds the Boards Underwriter’s Maximum Number which can be sold in such offering, the number of Directors of the Issuers, would Registrable Securities to be detrimental included in such underwritten offering shall be allocated as if such underwritten offering is an underwritten Requested Registration or Short Form Registration pursuant to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawSection 2.7(a) hereof.

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to have been sold in compliance with Rule 144 144A (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after date that is one year from the Issue Date, (ii) Effectiveness Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Effective­ness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 75 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors or the members or Board of the Issuers determine Managers, as applicable, of each Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors or the members or Board of the IssuersManagers, as applicable, of each Issuer, would be detrimental to the Issuers either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Company and the Guarantors shall use their reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use commercially their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the date that is one (1) year from the Issue Date, Date and (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinRegistration. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company and the Guarantors may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 45 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company or Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company or any of the Guarantors if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall promptly file (i) As soon as practicable, but in no event later than 30 days, following the filing with the SEC Commission of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, the Company shall file a Shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all the resale of the Registrable Securities (the “Initial Shelf Registration”)held by Eligible Holders on a delayed or continuous basis. The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared become effective under within seventy-five (75) days after such filing. If the Securities Act Company is eligible to file the Shelf Registration Statement on or prior Form S-3 (“Form S-3 Shelf”), it shall file on Form S-3; if not, the Company shall file the Shelf Registration Statement on Form S-1 (the “Form S-1 Shelf”) and, together with the Form S-3 Shelf, the “Shelf”). If the Company shall file a Form S-1 Shelf, the Company shall convert the Form S-1 Shelf to a Form S-3 Shelf after the Effectiveness Date and Company is eligible to use Form S-3. The Company shall use its commercially reasonable efforts to keep the Initial Shelf Registration continuously effective under (subject to any Shelf Suspension Period) in order to permit the Securities Act Prospectus forming part thereof to be usable by Eligible Holders until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in pursuant to the manner set forth and as contemplated in Shelf or cease to be outstanding. (ii) The Company may amend the Initial Shelf Registration orfrom time to time to include other securities issued by the Company or its subsidiaries, if applicablewhether or not such securities are, a Subsequent Shelf Registration or at such time, Registrable Securities. (iii) Notwithstanding anything herein to the date upon which all contrary, no Eligible Holder may include any of its Registrable Securities are resold in a sale covered by the Shelf unless the Eligible Holder provides to the public pursuant to Rule 144 Company a fully completed notice and questionnaire in substantially the form set forth in Exhibit A hereto (the “Effectiveness Questionnaire”) and such other information in writing as is customary and as may reasonably be requested by the Company in connection with the filing of, and any sales of Registrable Securities under, the Shelf. The Company shall not be required to amend a Shelf (or the related Prospectus) to add or change the disclosure regarding selling securityholders (x) more than once in any rolling 30-day period or (y) during a Shelf Suspension Period, but shall take such actions to so amend a Shelf (or Related Prospectus) promptly after the expiration of such period. (iv) Notwithstanding anything herein to the contrary, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file any Shelf Registration Statement, file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with the Commission, cause the Shelf Registration Statement or other filing with the Commission to become or remain effective or take any similar action (collectively, “Shelf Registration Actions”) upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact as a result of which the Shelf Registration Statement would, in the good faith determination of the Company, reasonably be expected to or shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or the related Prospectus would, in the good faith determination of the Company, reasonably be expected to or shall include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the Company determining, in its reasonable discretion and in good faith, that (x) the occurrence or pendency of any corporate development, including any financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its direct or indirect subsidiaries, or (y) the Company possesses material nonpublic information the disclosure of which would reasonably be expected to have a material adverse effect on any proposal or plan of the Company or any of its direct or indirect subsidiaries (clause (x) and (y), collectively, a “Valid Business Reason”) that in any case makes it appropriate to postpone or suspend the availability of the Shelf Registration Statement and the related Prospectus; provided, however, that the Effectiveness Period in respect Company shall not register any securities for its own account or that of any other stockholder during such period of postponement or suspension; provided, further, that the Company shall restrict the trading of the Initial Company’s securities by the Company’s directors and executive officers during such period of postponement or suspension. Upon the occurrence of any of the conditions described in (A), (B) or (C) above, the Company shall give prompt notice of the Valid Business Reason (a “Shelf Suspension Notice”) to the Eligible Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Eligible Holders and shall promptly proceed with all Shelf Registration shall be extended Actions that were postponed or suspended pursuant to this paragraph. The Company may only suspend Shelf Registration Actions pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, preceding paragraph for a reasonable period of time, but not in excess of 60 consecutive days one or more than three (3) times during any calendar year periods (each, a “Shelf Suspension Period”), if ) not exceed more than ninety (90) consecutive days or more than one-hundred eighty (180) days in the Boards aggregate in any twelve-month period. Each Shelf Suspension Period shall be deemed to begin on the date the relevant Shelf Suspension Notice is given to the Eligible Holders and shall be deemed to end on the earlier to occur of Directors of (i) the Issuers determine reasonably and in good faith date on which the Company gives the Eligible Holders a notice that the filing Shelf Suspension Period has terminated and (ii) the date on which the number of any such Initial days during which a Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information thatSuspension Period has been in effect exceeds, in the reasonable judgment of the Boards of Directors of the Issuersaggregate, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawone-hundred eighty (180) days in any twelve-month period.

Shelf Registration. The Issuers shall as reasonably promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors guarantees thereof to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything In the event that the Company is required to the contrary in this Agreement, at any time, the Issuers may delay the filing of any file an Initial Shelf Registration Statement or delay or suspend solely as a result of the effectiveness thereof, for a reasonable period of timematters referred to in clause 2(c)(ii) hereof, but not in excess the Exchange Offer is subsequently completed prior to the sale of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information thatStatement, in the reasonable judgment upon consummation of the Boards of Directors Exchange Offer the Company will no longer be required to file, have declared effective or continue the effectiveness of the IssuersInitial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), would be detrimental to the Issuers if so disclosed (iii), (iv) or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law(v) hereof).

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold become eligible for resale without regard to the public pursuant to volume, manner of sale or other restrictions contained in Rule 144 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. The Issuers shall promptly (a) Within ninety (90) days of the "Effective Date" of the Plan of Reorganization (as that term is defined in the Plan of Reorganization),or such longer time as may be required to prepare the necessary financial statements (but in no event more than one hundred eighty (180) days after the Effective Date of the Plan of Reorganization), the Company will file with the SEC Commission, at the Company's expense, a Registration Statement for "shelf" registration statement (or statements) on an offering to be made on a continuous basis appropriate form pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior covering all Registerable Securities (the "Shelf Registration"). The Company shall use its best efforts to have the Effectiveness Date Shelf Registration declared effective as promptly as practicable after such filing and to keep the Initial Shelf Registration continuously effective under for the Shelf Registration Period. The Company shall, to the extent necessary, supplement or amend the Shelf Registration (in each case, at the Company's expense) to keep the Shelf Registration effective during the Shelf Registration Period. The Company further agrees to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company, by the instructions applicable to such registration form or by the Securities Act until or the earliest rules and regulations thereunder or as reasonably requested by any Holder. The Company shall furnish to the Holders copies, in substantially the form proposed to be used and/or filed, of any such supplement or amendment at least fifteen (15) days prior to its being used and/or filed with the Commission. The Company hereby consents to the use (in compliance with applicable law) of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registerable Securities in connection with the offering and sale of the Registerable Securities covered by the prospectus or any amendment or supplement thereto. The Company shall pay all Registration Expenses incurred in connection with the Shelf Registration, whether or not it becomes effective. In no event shall the Shelf Registration include securities other than Registerable Securities, unless the Holders of all Registerable Securities consent to such inclusion. (b) Each Holder agrees that it will not sell any Registerable Securities pursuant to the Shelf Registration during any Blackout Period. The Company agrees to use its best efforts (i) two years after the Issue Dateto ensure that there is not more than one Blackout Period in any 12-month period, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth to cause each Blackout Period to end as soon as reasonably practicable and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) to ensure that no Blackout Period exceeds thirty (30) consecutive days. The Company further agrees that no other holder of any shares of the date upon which all Registrable Securities are resold Company's capital stock will be permitted to sell any such shares of the public Company's capital stock pursuant to Rule 144 (a registration statement during a Blackout Period. If one or more Blackout Periods occur, the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration Period shall be extended to the extent required to permit dealers to comply by such number of days coincident with the aggregate number of days included in all Blackout Periods. Subject to compliance with applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any timelaws, the Issuers may delay Company shall use its best efforts to provide the filing Holders with reasonable notice of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith an anticipated Blackout Period prior to that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawBlackout Period commencing.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") 90 days after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution elected by them (including, without limitation, one or more underwritten offerings)the Holders and set forth in the Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is 150 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is 30 days after the date such post-effective amendment is required by this clause to be filed, (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i), and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) hereof within the applicable time periods required therein, (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of the events of a type described in any of the foregoing clauses (i) through (v) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the dates by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to keep be exceeded in the case of clause (v), being referred to herein as an "Event Date"). An Event shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: (1) the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), (2) the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of an Event of the type described in clause (i) two years after the Issue Dateii), (ii3) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold date the Company performs its obligations set forth in Section 2(d) in the manner set forth and as contemplated case of an Event of the type described in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or clause (iii) (including, without limitation, the date upon the relevant post-effective amendment to the Shelf Registration Statement is declared effective under the Securities Act), (4) termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iv), and (5) termination of the Deferral Period the commencement of which all caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (v). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which no Events have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then-outstanding Securities that are Registrable Securities and of then-outstanding shares of Underlying Common Stock issued upon conversion of Securities that are resold to Registrable Securities, as the public pursuant to Rule 144 case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (the “Effectiveness Period”); providedor, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate Applicable Principal Amount of such Securities and the aggregate Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the immediately preceding paragraph, such Liquidated Damages Amount shall be extended paid only to the extent required Holders that have delivered Notice and Questionnaires that caused the Company to permit dealers incur the obligations set forth in Section 2(d or 3(i)), the non-performance of which is the basis of such Event; provided further, that any Liquidated Damages Amount accrued with respect to comply with any Securities or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Securities or portion thereof for redemption or conversion on the applicable prospectus delivery requirements redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of Rule 174 under the Securities Act and as otherwise provided hereinconversion). Notwithstanding anything the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security, (y) expiration of the Effectiveness Period, and (z) the Redemption Date on which such Registrable Security is purchased by the Company in connection with a Change of Control (as defined in Section 3.09(a) of the Indenture). The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the contrary Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amounts by the Company). The Trustee shall be entitled, on behalf of Holders of Securities or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Promptly upon the Request of the Holders ------------------------ (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file with the SEC and cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the “Initial right to resell such Registrable Securities under the Shelf Registration”until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Issuers and the Guarantors shall Company agrees to use its reasonable best efforts to file with keep the SEC Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Initial Shelf. Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (includingStatement, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Boards Board of Directors of the Issuers determine reasonably and in good faith Wyndham determines that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. The Issuers Promptly upon the Request of the Holders (but in no event later than the 75th calendar day after the receipt of such a Request), the Company shall use its reasonable best efforts to promptly process, file with the SEC and cause to become effective a Registration Statement on Form S-3 (the "Shelf") for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 covering all under the Securities Act (or any similar rule that may be adopted by the SEC) and permitting sales in ordinary course brokerage or dealer transactions not involving an Underwritten Offering. Each Holder which owns, on the date of the initial filing of the Shelf (the "Initial Filing Date"), Registrable Securities (each such Holder, an "Eligible Holder") shall have the “Initial right to resell such Registrable Securities under the Shelf Registration”until the date that such Eligible Holder sells all of such Registrable Securities, whether or not under the Shelf (such Eligible Holder's "Termination Date"). The Issuers and the Guarantors shall Company agrees to use its reasonable best efforts to file with keep the SEC Shelf continuously effective and usable for resale of Registrable Securities until all Eligible Holders lose their rights to resell Registrable Securities under the Initial Shelf . Notwithstanding the foregoing, (A) from the Closing and until the effectiveness of a Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (includingStatement, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Wyndham may delay the filing of any Initial a Shelf Registration Statement Statement, or delay or suspend (B) from and after the effectiveness thereofof a Shelf Registration Statement, for a reasonable period each Holder agrees that it will not effect any sales of timethe Registrable Securities pursuant to the Shelf Registration, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)either case, if the Boards Board of Directors of the Issuers determine reasonably and in good faith Wyndham determines that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawin the best interests of Wyndham's stockholders, and only for a Blackout Period, taken together with any Blackout Period invoked pursuant to Section 2(a)(i), not to exceed 60 days. The registration rights granted pursuant to the provisions of this Section 2(a)(ii) shall be in addition to the registration rights granted pursuant to the other provisions of this Section 2.

Shelf Registration. The Issuers shall as reasonably promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors guarantees thereof to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary in this Agreement, at any time, extent that the Issuers may delay applicable provisions of Rule 144(k) are amended or revised to reduce the filing of any two year holding period set forth therein. In the event that the Company is required to file an Initial Shelf Registration Statement or delay or suspend solely as a result of the effectiveness thereof, for a reasonable period of timematters referred to in clause 2(c)(ii) hereof, but not in excess the Exchange Offer is subsequently completed prior to the sale of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any all Registrable Securities eligible to be sold under such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information thatStatement, in the reasonable judgment upon consummation of the Boards of Directors Exchange Offer the Company will no longer be required to file, have declared effective or continue the effectiveness of the IssuersInitial Shelf Registration Statement pursuant to such clause 2(c)(ii) (without prejudice to its obligations under clause 2(c)(i), would be detrimental to the Issuers if so disclosed (iii), (iv) or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law(v) hereof).

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration Statement (the "Initial Shelf Registration Statement") for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration ") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than Registrable Securities to be included in the Guarantors Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of when (i) two years after all the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by are registered under the Initial Shelf Registration (as defined below) and have been sold disposed of in the manner set forth and as contemplated therein, (ii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act, (iii) all the Registrable Securities cease to be outstanding and (iv) two years have passed from the Closing Date (such shortest period being called the "Effectiveness Period"). No Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by the Company, any additional information pursuant to the New Requirements concerning such Holder required to be included in any Shelf Registration Statement or Prospectus included therein. Each Holder of Registrable Securities as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in the light of the circumstances under which they were made. Subject to the foregoing, at the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder at the time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related Prospectus in such a Subsequent manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawStatement.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, or (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall promptly file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf Registration Statement”) covering all of the Registrable Securities (the “Initial Shelf Registration”)Notes. The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC Commission the Initial Shelf Registration Statement as promptly as practicable and in any event on or prior to the 45th day after such Shelf Filing DateEvent occurs. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, in one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration Statement or in any Subsequent Shelf Registration Statement (as defined below). The Issuers and the Guarantors shall (x) use their commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act on or prior to the Effectiveness Date 90th day after such Shelf Filing Event occurs (but in no event shall such effectiveness be required prior to 180 days following the Issue Date) and (y) use their commercially reasonable efforts to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until for the earliest of (i) period ending on the date which is two years after from the Issue Datedate it becomes effective (or one year if the Initial Shelf Registration Statement is filed at the request of the Initial Purchaser), subject to extension pursuant to the penultimate paragraph of Section 5 hereof (ii) the “Effectiveness Period”), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, Statement or (ii) a Subsequent Shelf Registration Statement covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration Statement or (iii) an earlier Subsequent Shelf Registration Statement has been become effective under the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Act; provided, however, that (i) the Effectiveness Period in respect of the Initial Shelf Registration Statement shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to herein and (ii) the contrary in this Agreement, at any time, Company may suspend the Issuers may delay effectiveness of the filing of any Initial Shelf Registration Statement or delay or suspend by written notice to the effectiveness thereof, for Holders solely as a reasonable period result of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such a post-effective amendment to the Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material to incorporate annual audited financial information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental with respect to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or Company where such action post-effective amendment is required by applicable lawnot yet effective and needs to be declared effective to permit holders to use the related Prospectus.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Senior Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold become eligible for resale without regard to the public pursuant to volume, manner of sale or other restrictions contained in Rule 144 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers Operating Partnership and the Company shall promptly file prepare and file, or cause to be prepared and filed, with the SEC SEC, as soon as practicable but in any event by the date (the “Filing Deadline Date”) that is ninety (90) days after the Issue Date, a Registration Statement (the “Initial Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering under the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration”rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-11 or Form S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holders. The Issuers Operating Partnership and the Guarantors Company shall use commercially their reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act on or prior to as promptly as practicable but in any event by the date (the “Effectiveness Deadline Date”) that is one hundred eighty (180) days after the Issue Date and to (ii) keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the earliest expiration of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by Effectiveness Period. At the time the Initial Shelf Registration have been sold in Statement becomes effective under the manner set forth and Securities Act, each Holder that became a Notice Holder on or prior to the date that is ten (10) Business Days prior to such time of effectiveness shall be named as contemplated a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. (b) Subject to Section 3(i) below, if any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Operating Partnership and the Company shall use their reasonable best efforts to promptly cause such Shelf Registration Statement to become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and in any event shall, within thirty (30) days of such cessation of effectiveness, (i) amend such Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or (ii) file an additional Registration Statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing (or, if applicableregistration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the SEC, then registering the resale from time to time by Notice Holders of their securities that are Registrable Securities as of the time of such filing). If a Subsequent Shelf Registration Statement is filed, the Operating Partnership and the Company shall use their reasonable best efforts to (A) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as practicable after such filing, but in no event later than the Subsequent Shelf Registration Statement Effectiveness Deadline Date and (B) keep such Subsequent Shelf Registration Statement (or another Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be on Form S-11 or Form S-3 or another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (c) The Operating Partnership and the Company shall supplement and amend any Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Operating Partnership and the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement. (d) (i) Each Holder of Registrable Securities agrees that, if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Operating Partnership and the Company prior to any attempted or actual distribution of Registrable Securities under a Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement becomes effective under the Securities Act, the Operating Partnership and the Company shall, as promptly as practicable after the date such Holder became a Notice Holder, and in any event, subject to clause (B) below, within the later of (x) ten (10) Business Days after such date or (iiiy) ten (10) Business Days after the expiration of any Suspension Period that either (I) is in effect when such Holder became a Notice Holder or (II) is put into effect within ten (10) Business Days after the date upon which all such Holder became a Notice Holder, (A) if required by applicable law, file with the SEC a supplement to the related Prospectus or a post-effective amendment to the Shelf Registration Statement or file with the SEC a Subsequent Shelf Registration Statement and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the SEC so that such Notice Holder is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Notice Holder to deliver a Prospectus to purchasers of the Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)in accordance with applicable law; provided, however, that that, if a post-effective amendment or a Subsequent Shelf Registration Statement is required by the Effectiveness Period in respect rules and regulations of the Initial SEC in order to permit resales by such Notice Holder, the Operating Partnership and the Company shall not be required to file more than one (1) post-effective amendment or Subsequent Shelf Registration Statement for such purpose in any thirty (30) day period; (B) if, pursuant to Section 2(d)(i)(A), the Operating Partnership and the Company shall be extended have filed a post-effective amendment to the extent required Shelf Registration Statement or filed a Subsequent Shelf Registration Statement, the Operating Partnership and the Company shall use their reasonable best efforts to permit dealers cause such post-effective amendment or Subsequent Shelf Registration Statement, as the case may be, to comply with the applicable prospectus delivery requirements of Rule 174 become effective under the Securities Act as promptly as practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date,” in the case of a post-effective amendment) that is thirty (30) days after the date such post-effective amendment, is required by this Section 2(d) to be filed with the SEC and as otherwise provided herein. Notwithstanding anything to by the contrary in this Agreement, at any time, date (the Issuers may delay the filing of any Initial “Subsequent Shelf Registration Statement or delay or suspend Effectiveness Deadline Date,” in the effectiveness thereof, for case of a reasonable period of time, but not in excess of 60 consecutive Subsequent Shelf Registration Statement) that is sixty (60) days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if after the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any date such Initial Subsequent Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by this Section 2(d) to be filed with the SEC; (C) the Operating Partnership and the Company shall provide such Notice Holder a reasonable number of copies of any documents filed pursuant to clause (A) above; (D) the Operating Partnership and the Company shall notify such Notice Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment or Subsequent Shelf Registration Statement filed pursuant to clause (A) above; (E) if such Holder became a Notice Holder during a Suspension Period, or a Suspension Period is put into effect within five (5) Business Days after the date such Holder became a Notice Holder, the Operating Partnership and the Company shall so inform such Notice Holder and shall take the actions set forth in clauses (A), (B), (C) and (D) above within ten (10) Business Days after expiration of such Suspension Period in accordance with Section 3(i); and (F) if, under applicable law, the Operating Partnership and the Company has more than one option as to the type or manner of making any such filing, the Operating Partnership and the Company shall make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of a Prospectus for effecting resales of Registrable Securities.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Shelf Registration. (i) The Issuers Company shall promptly prepare and file with the SEC Commission on or prior to the Filing Date a Registration Statement for an a resale offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holders. The Issuers and the Guarantors Company shall use commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective Continuously Effective under the Securities Act until the earliest of Expiration Date (i) two years after the Issue Date"Effectiveness Period"), (ii) or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in sold, or (ii) a Subsequent Shelf Registration covering all of the manner set forth and as contemplated in Registrable Securities has been declared effective under the Securities Act. (ii) If the Initial Shelf Registration oror any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Registrable Securities registered thereunder), if applicablethe Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within forty-five (45) business days of such cessation of effectiveness amend the Initial or Subsequent Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional "shelf" Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (a "Subsequent Shelf Registration"). If a Subsequent Shelf Registration or is filed, the Company shall use its reasonable efforts to cause the Subsequent Shelf Registration to be declared effective as soon as practicable after such filing and to keep such Registration Statement Continuously Effective until the end of the Effectiveness Period. (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of The Company shall supplement and amend the Initial Shelf Registration shall be extended or Subsequent Shelf Registration, as the case may be, if required by the rules, regulations or instructions applicable to the extent registration form used by the Company for such Shelf Registration, if required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under by the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawAct.

Shelf Registration. (a) The Issuers Issuer and the Guarantor shall promptly prepare and file with the SEC SEC, within 90 days after the Issue Date, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Transfer Restricted Securities (the “Initial "Shelf Registration”Registration Statement"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable the Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by them the Holders of a majority in aggregate principal amount of the outstanding Transfer Restricted Securities (including, without limitation, one or more an underwritten offeringsoffering). The Issuers Issuer and the Guarantors Guarantor shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer and the Guarantor shall use commercially their reasonable best efforts to cause the Shelf Registration Statement to be declared effective under (the "Effective Time") pursuant to the Securities Act on or prior to 60 days after the Effectiveness Date filing of such Shelf Registration Statement and to keep the Initial Shelf Registration Statement continuously effective under the Securities Act until the earliest earlier of (i) two years the date which is 24 months after the Issue Date, (ii) such shorter period ending when the date that all Registrable Transfer Restricted Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orStatement, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable that there ceases to be outstanding any Transfer Restricted Securities are resold to the public pursuant to Rule 144 (the “"Effectiveness Period”"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration no Holder shall be extended entitled to have the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Transfer Restricted Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial held by it covered by such Shelf Registration Statement or delay or suspend unless such Holder is in compliance with Section 4(s). (b) If at any time prior to the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors end of the Issuers determine reasonably Effectiveness Period, the Convertible Preferred Securities are convertible into securities other than Underlying Common Stock, the Issuer and the Guarantor shall cause such securities to be included in good faith that the filing of any such Initial Shelf Registration Statement or no later than the continuing effectiveness thereof would require date on which the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would Convertible Preferred Securities may first be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or converted into such action is required by applicable lawsecurities.

Shelf Registration. (a) Upon the expiration of a one hundred fifty (150) day period after the closing of the Merger, QuadraMed shall file a registration statement on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Holders (the "Shelf Registration"). The Issuers Shelf Registration shall promptly file with register the SEC a Registration Statement Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers Act and the Guarantors QuadraMed shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to as soon as practicable after the Effectiveness Date expiration of a one hundred eighty (180) day period after the closing of the Merger and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest Termination Date. (b) QuadraMed will supplement and/or amend the Shelf Registration for subsequent distribution arrangements as some or all of the Holders may arrange from time to time. QuadraMed shall further supplement and amend the Shelf Registration as required by the rules, regulations or instructions applicable to the registration form used by QuadraMed for such Shelf Registration, or if required by the Securities Act. (c) Upon thirty (30) days prior written notice to QuadraMed by Stockholders holding a majority of the Registrable Securities issued to the Stockholders in the Merger, the distribution arrangements referenced in subsection (b) above may include one (1) offering underwritten by an underwriter or underwriters selected by QuadraMed, subject to the reasonable approval of the Stockholders (the "Secondary Offering"). The amount of Registrable Securities to be included in the Secondary Offering and the timing of the Secondary Offering will depend upon market conditions, as determined by the lead underwriter in its reasonable discretion. QuadraMed will not include any shares of QuadraMed Common Stock for its own account in the Secondary Offering. QuadraMed may invite other holders of QuadraMed's Common Stock or securities convertible or exchangeable therefor whose securities have been registered or are proposed to be registered on Form S-3 by QuadraMed (the "Other Participants") to participate in the Secondary Offering. Such holders may execute counterpart signature pages to this Agreement and thereby become parties hereto, and shall be subject to the duties and obligations set forth herein. The right of any Stockholder or Other Participant to include its Registrable Securities in the Secondary Offering shall be conditioned upon such underwriting and inclusion of such Stockholder's or Other Participant's Registrable Securities in the underwriting. All Stockholders and Other Participants proposing to distribute their securities through such underwriting in the Secondary Offering shall enter into an underwriting agreement in customary form with the lead underwriter selected by QuadraMed. Notwithstanding any of the provisions of this Section 2, if the lead underwriter in its reasonable discretion advises QuadraMed that market factors require a limitation on the number of Registrable Securities to be included, then QuadraMed shall advise all Stockholders and Other Participants holding Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Stockholders and the Other Participants on a pro rata basis based on the number of underlying securities held by all such Stockholders and Other Participants; provided, that the Registrable Securities included in the Offering and owned by the Stockholders shall not constitute less than fifty percent (50%) of the shares offered in the Secondary Offering. QuadraMed may invite other holders of QuadraMed's Common Stock other than the Holders to participate in the Secondary Offering, provided that (i) two years the Stockholders and the Other Participants shall have priority for participation in the Secondary Offering in the event of an underwriter's cutback and (ii) any other such holder electing to participate agrees to reasonable and customary lock-up provisions applicable to the period prior to and after the Issue DateSecondary Offering, enters into an underwriting agreement in customary form with the underwriter and complies with the reasonable terms and conditions set forth by the underwriter. (d) If, in the judgment of QuadraMed, it is advisable to suspend or delay the use of the prospectus included in the Shelf Registration for a discrete period of time due to (i) pending material corporate developments or similar material information that have not yet been publicly disclosed and as to which QuadraMed in good faith believes public disclosure is reasonably likely to be detrimental to QuadraMed, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration ordue to a pending or proposed offering of QuadraMed's securities, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in QuadraMed's good faith determination that initiating the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, Secondary Offering would be detrimental to QuadraMed and its stockholders, QuadraMed shall deliver a certificate in writing, signed by the Issuers if so disclosed Chief Executive Officer or would otherwise materially adversely affect Chairman of QuadraMed, to the Stockholders and Other Participants to the effect of the foregoing and, upon such notice, QuadraMed may suspend use of the Shelf Registration until a financingsupplemented or amended prospectus is filed with the SEC, acquisitionor until the Stockholders and Other Participants are advised in writing by QuadraMed that the prospectus may be used. QuadraMed will use its reasonable and diligent efforts to insure that the use of the prospectus may be resumed, dispositionand that the use of the Shelf Registration will commence, merger or other material transaction or such action is required by applicable lawas soon as practicable, but in no event may QuadraMed suspend use of the Shelf Registration for more than ninety (90) days in each one (1) year period following the Effective Date.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration ") on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsexcluding Underwritten Offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after the Issue Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii), (iii) or (iv) immediately following, the "Effectiveness Period"), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable(ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Issuers may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (iv) a Subsequent Shelf Registration or (iii) covering all of the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 has been declared effective under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawAct.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the Guarantors related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date 90th day following the delivery of the Shelf Notice and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after date that is one year from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three in any twelve-month period (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine each Issuer or a similar governing body of any parent company of either Issuer (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuerssuch Boards, would be detrimental to the Issuers either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two date that is three years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Notes Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersNotes Issuer, would be detrimental to the Issuers Notes Issuer (or to any of the Parent Guarantors, if such Parent Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsoffering). The Issuers and the Guarantors shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 360 days of the Effectiveness Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than days, three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law; provided, however, that any Shelf Registration Suspension Period shall extend the number of days the Shelf Registration Statement or Prospectus is available by an amount equal to the number of days in such Shelf Suspension Period.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable and, in any event, on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereofthereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine reasonably and Company determines in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, that would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any Notes other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) two years after the Issue DateDate (the "EFFECTIVENESS PERIOD"), (ii) or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so Company all information required to be disclosed or would otherwise in order to make information previously furnished to the Company by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall, subject to applicable law or applicable interpretation of the staff of the SEC, use their commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after from the Issue Date, (ii) Date or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration oror cease to be outstanding, if applicable, a Subsequent Shelf Registration or (iiiii) the date upon which all Registrable Securities Notes are resold eligible to be sold to the public pursuant to Rule 144 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act (the “Effectiveness Period”); , provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Boards of Directors of the Issuers determine reasonably and in good faith Company all information required to be disclosed so that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental previously furnished to the Issuers if so disclosed Company by such Holder not materially misleading and does not omit to state a material fact required to be stated therein or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawnecessary in order to make the statements therein not misleading.

Shelf Registration. The Issuers Company and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers Company and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Datedate that is one year following the effective date of such Shelf Registration Statement, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company or a similar governing body of any parent company of the Company (each, a “Board”) determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuerssuch Board, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Issuer shall as promptly as practicable after the date of the Shelf Notice but in any case no later than the Shelf Filing Deadline use its reasonable best efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date Deadline and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “"Shelf Effectiveness Period”"); provided, however, that the Shelf Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 an aggregate of 90 days in any consecutive days or more than three twelve month period (3) times during any calendar year (each, a “"Shelf Suspension Period”"), if the Boards Board of Directors of the Issuers Issuer determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one excluding Underwritten Offerings) and set forth in the Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or more underwritten offeringsany Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date (iA) that is two years after the Issue Closing Date, or if later, the date on which the Option Notes were issued, (such period, as it may be shortened pursuant to clauses (i), (ii) or (iii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable(ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be outstanding, (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration or (iii) covering all of the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 has been declared effective under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawAct.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) closing date of the Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, 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(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”"SHELF SUSPENSION PERIOD"), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company (or to the Parent Guarantor, if the Parent Guarantor's guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) two years after the Issue DateDate (the "EFFECTIVENESS PERIOD"), (ii) or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so Company all information required to be disclosed or would otherwise in order to make information previously furnished to the Company by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration ) on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3, Form S-3ASR or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings) and set forth in such Initial Shelf Registration. The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and If the Guarantors Initial Shelf Registration is not pursuant to a WKSI Shelf Registration Statement, the Company shall use commercially all reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and Date. The Company shall use all reasonable efforts to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date that is two years from the Closing Date (as it may be shortened pursuant to clause (i) two years after the Issue Date, or clause (ii) immediately following, the “Effectiveness Period”), or such shorter period ending when (i) all of the Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration orRegistration, if applicable(ii) the date on which all the Registrable Securities (x) held by Persons who are not affiliates of the Company may be resold pursuant to Rule 144(k) under the Securities Act, or any successor provision, or (y) cease to be outstanding, or (iii) a Subsequent Shelf Registration or (iii) covering all of the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 has been declared effective under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawAct.

Shelf Registration. The Issuers shall promptly (a) As soon as possible and, in any event, on or prior to January 31, 2000, Exchange will prepare and file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be registration statement on Form S-3 (or Form S-1 or another appropriate form permitting if registration on Form S-3 is not available to Exchange at such time) for the purpose of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective registering under the Securities Act on or prior to all of the Effectiveness Date Registration Shares for resale by, and to keep for the Initial account of, MicroStrategy as selling stockholder thereunder (the "Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”Statement"); provided, however, that Exchange may extend the Effectiveness Period in respect period to file the Shelf Registration Statement for not more than an additional 60 days if (i) such delay would relieve Exchange of the Initial obligation to include any interim financial statements in the Registration Statement or (ii) Exchange would be required to disclose in the Registration Statement any material nonpublic information and Exchange concludes that the disclosure of such information would be inadvisable at that time. The Shelf Registration Statement shall be extended permit MicroStrategy to the extent required offer and sell, on a delayed or continuous basis pursuant to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 415 under the Securities Act Act, any or all of the Registration Shares for the periods set forth herein. (b) The initial number of Registration Shares to be registered under the Shelf Registration Statement shall equal 50% of the Closing Share Amount. Exchange agrees to prepare and as otherwise provided herein. Notwithstanding anything file such amendments and supplements to the contrary in this AgreementShelf Registration Statement to increase the number of Registration Shares eligible to be sold thereunder by an amount equal to the balance of the Closing Share Amount on or before May 1, 2000. Exchange also agrees to prepare and file such amendments and supplements to the Shelf Registration Statement as may be necessary so that at any timetime after May 1, 2000 the Issuers may delay Shelf Registration Statement will cover the filing of any Initial Payment Shares already issued to MicroStrategy (unless such shares have been sold under the Shelf Registration Statement or delay or suspend sold in connection with a Piggyback Registration) and the effectiveness thereof, Installment Share Amount for a reasonable period of time, but not the next Installment (assuming that such Installment will be paid entirely in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if Common Stock and that the Boards of Directors Fair Market Value on such Installment Date will equal 75% of the Issuers determine reasonably and in good faith that Fair Market Value calculated as of the filing Closing Date). (c) Sales of any such Initial the Registrable Shares pursuant to the Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would shall not be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawunderwritten.

Shelf Registration. (a) The Issuers Company and the Guarantor shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantor shall use their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days after the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner or manners designated by them as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (including, without limitation, one or more underwritten offeringsother than laws not generally applicable to all such Holders). The Issuers Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. Neither the Company nor the Guarantor shall permit any of its security holders (other than the Holders of Registrable Securities) to include any of the Company's or the Guarantor's securities in the Shelf Registration Statement (or any subsequent Shelf Registration Statement). (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company and the Guarantors Guarantor shall use commercially their best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company and the Guarantor to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantor shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement), subject to Section 3(i)(A) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company and the Guarantor shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantor for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantor shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Company and the Guarantor shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided further that if under applicable law the Company and the Guarantor have more than one option as to the type or manner of making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company and the Guarantor shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (an "Additional Amount Accrual Period"), the Company and the Guarantor agree to pay an additional amount (the "Additional Amount"), payable on the Additional Amount Payment Dates to Record Holders of then outstanding Securities that are Registrable Securities covered by or of then outstanding shares of Underlying Common Stock issued upon conversion of Securities that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Additional Amount Accrual Period beginning on and as contemplated in the Initial Shelf Registration including an Additional Amount Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Additional Amount is to be paid to Holders on a Additional Amount Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Additional Amount Accrual Period or (B) the next Additional Amount Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first ninety (90)-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate Applicable Principal Amount of such Notes, the aggregate Applicable Conversion Price of the shares of Underlying Common Stock and the Restated Principal Amount of the Semi-annual Coupon Notes, as the case may be, in each case determined as of the Business Day immediately preceding the next Additional Amount Payment Date; provided that any Additional Amount accrued with respect to any Security or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date or to Semi-annual Coupon Notes prior to the Additional Amount Payment Date shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company and/or the Guarantor of Additional Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Additional Amount by the Company and/or the Guarantor). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled on behalf of Holders of Securities, Underlying Common Stock or Semi-annual Coupon Notes, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeAdditional Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional amounts are expressly provided shall be such Additional Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's and the Guarantor's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two date that is three years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards board of Directors directors of the Issuers determine Notes Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards board of Directors directors of the IssuersNotes Issuer, would be detrimental to the Issuers Notes Issuer (or to any of the Guarantors, if such Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company and the Guarantor shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is one-hundred and twenty (120) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company and the Guarantor shall use their reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the “Effectiveness Deadline Date”) that is one-hundred and eighty (180) days after the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner or manners designated by them as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (including, without limitation, one or more underwritten offeringsother than laws not generally applicable to all such Holders). The Issuers Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. Neither the Company nor the Guarantor shall permit any of its security holders (other than the Holders of Registrable Securities) to include any of the Company’s or the Guarantor’s securities in the Shelf Registration Statement (or any subsequent Shelf Registration Statement). (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company and the Guarantors Guarantor shall use commercially their best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company and the Guarantor to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantor shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement), subject to Section 3(i)(A) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company and the Guarantor shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantor for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantor shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Company and the Guarantor shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided further that if under applicable law the Company and the Guarantor have more than one option as to the type or manner of making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company and the Guarantor shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an “Event Date”). Events shall be deemed to continue until the “Event Termination Date,” which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold to be exceeded in the manner set forth and as contemplated case of the commencement of an Event of the type described in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date upon which all Registrable Securities are resold after an Event Termination Date (an “Additional Amount Accrual Period”), the Company and the Guarantor agree to the public pursuant to Rule 144 pay an additional amount (the “Effectiveness PeriodAdditional Amount”); provided, howeverpayable on the Additional Amount Payment Dates to Record Holders of then outstanding Securities that are Registrable Securities or of then outstanding shares of Underlying Common Stock issued upon conversion of Securities that are Registrable Securities, that as the Effectiveness case may be, accruing, for each portion of such Additional Amount Accrual Period beginning on and including an Additional Amount Payment Date (or, in respect of the Initial Shelf Registration first time that the Additional Amount is to be paid to Holders on an Additional Amount Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Additional Amount Accrual Period or (B) the next Additional Amount Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first ninety (90)-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate Applicable Principal Amount of such Notes, the aggregate Applicable Conversion Price of the shares of Underlying Common Stock and the Restated Principal Amount of the semiannual coupon notes following a Tax Event (“Semiannual Coupon Notes”), as the case may be, in each case determined as of the Business Day immediately preceding the next Additional Amount Payment Date; provided that any Additional Amount accrued with respect to any Security or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date or to Semiannual Coupon Notes prior to the Additional Amount Payment Date shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company and/or the Guarantor of Additional Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Additional Amounts by the Company and/or the Guarantor). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled on behalf of Holders of Securities, Underlying Common Stock or Semiannual Coupon Notes, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeAdditional Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional amounts are expressly provided shall be such Additional Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s and the Guarantor’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers (a) Prior to the Actual Conversion Date for any conversion at the option of the Company, the Company shall promptly file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Restricted Shares (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors Company shall use reasonable its best efforts to file with the SEC Commission the Initial Shelf Registration on or at least 60 days prior to the Filing DateActual Conversion Date for any conversion at the option of the Company. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Restricted Shares for resale by Holders the Investors in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsoffering). The Issuers and shall not permit any securities other than the Guarantors shall Restricted Shares to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall, subject to applicable Law or applicable interpretations of the staff of the Commission, use commercially reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Actual Conversion Date for any conversion at the option of the Company and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after the Issue Date, (ii) from such Actual Conversion Date or such shorter period ending when (i) all Registrable Securities Restricted Shares covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated contemplate in the Initial Shelf Registration or, if applicable, or cease to be outstanding or (ii) a Subsequent Shelf Registration covering all of the Restricted Shares covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 Act (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); provided, howeverPROVIDED, HOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Investor may include any of its Restricted Shares in any Shelf Registration Statement pursuant to this Agreement unless and until such Investor furnishes to the contrary Company in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Investor required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. Each holder of time, but not in excess of 60 consecutive days or more than three (3) times during Restricted Shares as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so Company all information required to be disclosed or would otherwise in order to make information previously furnished to the Company by such Investor not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers Issuer shall use its reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 S 1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall use commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 one year after such shelf registration statement becomes effective (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers Company and the Guarantors shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution reasonably elected by them (includingthe Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior agreement of the Company. The Issuers Company and the Guarantors shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company and the Guarantors shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company and the Guarantors shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantors shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Company and the Guarantors shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (a "Damages Accrual Period"), the Company and the Guarantors agree to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding LYONs that are Registrable Securities covered by or of then outstanding sharex xx Underlying Common Stock issued upon conversion of LYONs that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruinx, xxr each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate Applicable Principal Amount of such LYONs, the aggregate Applicable Conversion Price of the shares of Xxxxxlying Common Stock and the Restated Principal Amount of the Semi-annual Coupon Notes, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that any Liquidated Damages Amount accrued with respect to any LYON or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date or to Semi-annual Coupon Notes prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such LYON or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company and/or the Guarantors of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company and/or the Guarantors). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled, on behalf of Holders of LYONs, Underlying Common Stock or Semiannual Coupon Notes, to seek xxx available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's and the Guarantors' obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Company Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Company Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company Issuers and the Guarantors shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Company Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Company Issuers determine determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the Company Issuers, would be detrimental to the Company Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees and the Notes and the related guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to have been sold in compliance with Rule 144 144A (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three two (32) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company or Parent determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany or Parent, would be detrimental to the Issuers Company or Parent if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall promptly prepare and ------------------ file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event within 90 days after the Issue Date (the "Filing Deadline Date"), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution ele cted by them (including, without limitation, one or more underwritten offerings)the Holders and set forth in the Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event within 180 days after the Issue Date (the "Effectiveness Deadline Date"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no -------- ------- Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least twenty (20) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (subject to the Company's rights under Section 3(i)) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable (the "Amendment Effectiveness Deadline Date"); (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if -------- such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, that the -------- Company may satisfy its requirements to file a post-effective amendment as promptly as practicable under clause (i) above if the Company includes in an annual or periodic report on Form 10-K or Form 10-Q the pertinent information from any Questionnaire received at least ten (10) business days prior to the filing of such report, and such information is thereby incorporated by reference in the shelf registration statement, provided further, that if under applicable -------- ------- law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) hereof within the time period required therein, (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (v) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of the events of a type described in any of the foregoing clauses (i) through (v) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline Date), the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iv), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to keep be exceeded in the case of clause (v), being referred to herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), the date the Company performs its obligations set forth in Section 2(d) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated case of an Event of the type described in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or clause (iii) (including, without limitation, the date upon the relevant post-effective amendment to the Shelf Registration Statement is declared effective under the Securities Act), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iv), and termination of the Deferral Period the commencement of which all caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (v). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding XXXXx that are Registrable Securities and of then outstanding shares of Underlying Common Stock issued upon conversion of XXXXx that are resold to Registrable Securities, as the public pursuant to Rule 144 case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (the “Effectiveness Period”); providedor, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the Next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate Applicable Principal Amount of such XXXXx and the aggregate Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that any Liquidated Damages Amount accrued with respect to any LYON or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such LYON or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company). The Trustee shall be extended entitled, on behalf of Holders of XXXXx or Underlying Common Stock, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, including for the Issuers may delay the filing payment of any Initial Liquidated Damages Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Company shall promptly use its commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that (a) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of material non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (b) such action is required by applicable law. If, following any such sixty (60) day period, Holders desire to exercise the registration right pursuant to Section 3.1(a), Holders shall resubmit a written request for registration to the Company pursuant to Section 3.1(a).

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes of each applicable series (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes of each applicable series of Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two date that is three years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, the Exchange Notes or the Private Exchange Notes, 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any the Shelf Registration Statement relating to the Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards board of Directors directors of the Issuers determine Notes Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards board of Directors directors of the IssuersNotes Issuer, would be detrimental to the Issuers Notes Issuer (or to the Guarantor, if the Guarantor’s guarantee of the Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public become eligible for resale pursuant to Rule 144 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors or the members or Board of the Issuers determine Managers, as applicable, of each Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors or the members or Board of the IssuersManagers, as applicable, of each Issuer, would be detrimental to the Issuers either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any Notes other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) two years after the Issue DateDate (the “Effectiveness Period”), (ii) or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company in writing, at within 15 business days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so Company all information required to be disclosed or would otherwise in order to make information previously furnished to the Company by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers Company shall not permit any securities other than the Registrable Notes and the Guarantors Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 Notes have been sold (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company and the Guarantors shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "FILING DEADLINE DATE") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution reasonably elected by them (including, the Holders and set forth in the Initial Shelf Registration Statement; PROVIDED that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior agreement of the Company and the Guarantors. The Issuers Company and the Guarantors shall use commercially reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "EFFECTIVENESS DEADLINE DATE") that is one-hundred and fifty (150) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with the Securities Act and applicable state securities laws generally applicable to all such Holders. Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with SECTION 2(d) and is in compliance with SECTION 4. The Company and the Guarantors shall not permit any of the Company's security holders (other than the Holders of Registrable Securities) to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company and the Guarantors shall use reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company and the Guarantors to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company and the Guarantors shall use reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company and the Guarantors shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company and the Guarantors do not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this SECTION 2(d) and SECTION 3(i) and SECTION 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company and the Guarantors shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with the Securities Act and applicable state securities laws and, if the Company and the Guarantors shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to SECTION 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to SECTION 2(d)(i); PROVIDED that if such Notice and Questionnaire is delivered during a Deferral Period, the Company and the Guarantors shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in CLAUSES (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with SECTION 3(i); PROVIDED FURTHER, that if under applicable law the Company and the Guarantors have more than one option as to the type or manner of making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company and the Guarantors shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; PROVIDED, HOWEVER, that any Holder that becomes a Notice Holder pursuant to the provisions of this SECTION 2(d) (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this SECTION 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to SECTION 3(i) hereof (each of the events of a type described in any of the foregoing CLAUSES (i) through (iii) are individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of CLAUSE (i), the Effectiveness Deadline Date in the case of CLAUSE (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by SECTION 3(I) hereof in the case of CLAUSE (iii), being referred to keep herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in CLAUSE (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in CLAUSE (ii), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in SECTION 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in CLAUSE (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (a "DAMAGES ACCRUAL PERIOD"), the Company and the Guarantors agree to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities covered by or of then outstanding shares of Underlying Common Stock issued upon conversion of Notes that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate that will accrue, in addition to the interest on the Notes, at an amount per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable, equal to $0.05 for the first ninety (90) days immediately following the Event Date, with such Liquidated Damages Amount increasing by an additional $0.05 per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable, with respect to each subsequent 90-day period, up to a maximum of $0.25 per week per $1,000 principal amount of Notes or per $1,000 Underlying Common Stock Value, as applicable. Any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company and the Guarantors of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company and the Guarantors). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's and the Guarantors' obligations set forth in this SECTION 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to SECTION 8(k)). The parties hereto agree that the liquidated damages provided for in this SECTION 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers shall promptly file with the SEC a ------------------ Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall shall. use reasonable their best efforts -------------------------- to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall use commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after from the Issue DateDate (the "Effectiveness Period"), (ii) or such shorter period ending when all -------------------- Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; provided, however, that the -------- ------- Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such holder furnishes to the contrary Issuers in this Agreementwriting, at any timeafter receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during preliminary prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such reasonably requested information. Each Holder as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would is being effected will be detrimental required to agree to furnish promptly to the Issuers if so all information required to be disclosed or would otherwise in order to make information previously furnished to the Issuers by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration as promptly as practicable and, in any event, on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the -7- Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereofthereof or cease to permit the use of any related Prospectus (including any amendment or supplement), for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”"SHELF SUSPENSION PERIOD"), if the Boards Board of Directors of the Issuers determine reasonably and Company determines in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof or the continued use of any such Prospectus (or amendment or supplement) would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, that would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Parent shall promptly prepare and file or cause to be prepared and filed with the SEC on a date no later than ninety (90) days after the Issue Date (the "Filing Deadline Date"), a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner or manners designated methods of distribution reasonably elected by them (includingthe Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior written agreement of the Parent. The Issuers and the Guarantors Parent shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is one hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Parent's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Parent's securities in the Shelf Registration Statement, except that the Parent may include in the Shelf Registration Statement the Common Stock registrable pursuant to the registration rights agreement to be entered into in connection with the purchase by Eaton Vance Acquisitions of 80% of the equity of Fox Asset Management, Xxx. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than as provided in Section 3(i) or because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Parent shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Parent shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective (subject to Section 3(i)) until the end of the Effectiveness Period. (c) The Parent shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Parent for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Parent does not reasonably object, as reasonably requested by the Initial Purchaser or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Parent at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Parent shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Parent shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Parent shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if under applicable law the Parent has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Parent shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). Notwithstanding the provisions of Section 3, any amendments or supplements to the Registration Statement pursuant to this Section 2(d) that solely list additional selling shareholders need not be submitted for review by other Notice Holders or the Initial Purchaser. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold to be exceeded in the manner set forth case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as contemplated in liquidated damages and not as a penalty, an amount (the Initial Shelf Registration "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding Securities and of then outstanding shares of Exchangeable Common Stock delivered upon exchange of Securities that are Registrable Securities, as the case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date on which the Damages Accrual Period ends or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%), of the aggregate Applicable Principal Amount of such Securities and the aggregate Applicable Exchange Price of such shares of Exchangeable Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (ii) of the immediately preceding paragraph, no Liquidated Damages Amount shall be extended payable by the Company to any Holder if no Holder has delivered a Notice and Questionnaire to the extent required Parent in accordance with Section 2(d) and the failure to permit dealers receive such a Notice and Questionnaire prevents the performance necessary to comply keep such Event from occurring; provided further, that any Liquidated Damages Amount accrued with respect to any Securities or portion thereof called for redemption on a redemption date or exchanged for Exchangeable Common Stock on an exchange date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Securities or portion thereof for redemption or exchange on the applicable prospectus delivery requirements redemption date or exchange date, as the case may be, on such date (or promptly following the exchange date, in the case of Rule 174 under the Securities Act and as otherwise provided hereinexchange). Notwithstanding anything the foregoing, no Liquidated Damages Amounts shall accrue as to any Security or any share of Exchangeable Common Stock issued upon exchange of a Security that is a Registrable Security from and after the earlier of (x) in the case of any share of Exchangeable Common Stock, the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the contrary Holders of Securities or Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company). For the avoidance of doubt, with respect to the payment of Liquidated Damages Amounts payable as a result of an Event occurring after the end of one or more Damage Accrual Periods, such Liquidated Damages Amounts shall be calculated at a rate per annum equal to one-quarter of one percent (0.25%) for the first ninety (90) day period from such Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%), of the aggregate Applicable Principal Amount of such Securities and the aggregate Applicable Exchange Price of such shares of Exchangeable Common Stock, as the case may be, until the next Event Termination Date on which there are no Events which have occurred and are continuing. The Trustee shall be entitled, on behalf of Holders of Securities or Exchangeable Common Stock, to seek any available remedy for the enforcement of this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(l)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Securities and Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Issuer shall (i) privately exchange the Notes for Exchange Notes issued pursuant to the Indenture (such Exchange Notes to contain any appropriate restrictive legends as required by law) (a "SHELF EXCHANGE") and (ii) as promptly as reasonably practicable file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes issued in the Shelf Exchange (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers Issuer shall file with the Commission the Initial Shelf Registration within 30 days of the delivery of the Shelf Notice and the Guarantors shall use its reasonable best efforts to file with the SEC the Initial cause such Shelf Registration to be declared effective, supplemented, amended and current under the Securities Act on or prior to the Filing Effectiveness Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such all Exchange Notes constituting Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in any Shelf Registration. Subject to any Blackout Period, the Issuer shall use commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective effective, supplemented, amended and current under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, Closing Time (iithe "EFFECTIVENESS PERIOD") or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, or (ii) a Subsequent Shelf Registration or (iiias defined) covering all of the date upon which all Registrable Notes has been declared effective under the Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Act; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to by the extent required to permit dealers to comply with the applicable prospectus delivery requirements number of Rule 174 days in any Blackout Period. Any Exchange Notes issued under the Securities Act Indenture in connection with a Shelf Exchange will vote and consent together on all matters as otherwise provided herein. Notwithstanding anything to the contrary in this Agreementone class with Holders of Notes, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Exchange Notes and Private Exchange Notes, if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, any. Interest on Registrable Notes issued in the reasonable judgment of Shelf Exchange will accrue from the Boards of Directors of last interest payment date on which interest was paid on the IssuersNotes surrendered in exchange therefor or, would be detrimental to if no interest has been paid on the Issuers if so disclosed or would otherwise materially adversely affect a financingNotes, acquisition, disposition, merger or other material transaction or such action is required by applicable lawthen from the Closing Time.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use their commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 395 days of the Effectiveness Date closing date of the Acquisition and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) closing date of the Acquisition or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”"EFFECTIVENESS PERIOD"); providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes, Exchange Notes or Private Exchange Notes, 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(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”"SHELF SUSPENSION PERIOD"), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file with the SEC Securities and Exchange Commission (the "COMMISSION") as soon as practicable but in no event later than 90 days (such 90th day being a Registration Statement "FILING DEADLINE") after the latest date on which the Initial Purchasers purchase the Notes pursuant to the Purchase Agreement (the "CLOSING DATE"), a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act of 1933, as amended (the "SECURITIES ACT") (a "SHELF REGISTRATION STATEMENT"), registering the resale from time to time by Holders thereof (who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement) of all of the Registrable Securities (defined herein) (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 or another an appropriate form under the Securities Act permitting registration of such Registrable Securities for resale by such Holders from time to time in accordance with the methods of distribution elected by the Holders and set forth in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Initial Shelf Registration Statement. The Issuers and the Guarantors Company shall use commercially its reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act on or prior to as promptly as is practicable but in any event within one hundred and eighty (180) days after the Effectiveness Closing Date (the "EFFECTIVENESS DEADLINE DATE"), and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until to permit the earliest prospectus included therein to be lawfully delivered by the Holders of (i) the Registrable Securities, for a period of two years after (or for such longer period if extended pursuant to Section 2(h) below) from the Issue Date, (ii) date the Company files the Initial Shelf Registration Statement or such shorter period ending that will terminate when all the Registrable Securities covered by the Initial Shelf Registration Statement (i) have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration pursuant thereto or (iiiii) the date upon which all Registrable Securities are resold are, with respect to such securities held by non-affiliates, eligible to be sold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 144(k) under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this AgreementAct, at or any timesuccessor rule thereof (such period, the Issuers may delay "EFFECTIVENESS PERIOD"). The Company shall be deemed not to have used its reasonable efforts to keep the filing of any Initial Shelf Registration Statement or delay or suspend effective during the effectiveness thereofrequisite period if it voluntarily takes any action that would result in Holders of Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during that period, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or unless such action is required by applicable law. At the time the Initial Shelf Registration Statement is declared effective, each Holder who has provided the Company with an appropriately completed Notice and Questionnaire (as defined herein) on or prior to the date five (5) Business Days prior to such time of effectiveness and who holds Registrable Securities, shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement (defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder have been resold pursuant thereto or have otherwise ceased to be Registrable Securities), the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Subsequent Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by (i) the Initial Purchasers in the event that they are participating in the Shelf Registration Statement or (ii) the Trustee on behalf of a majority in interest of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Regixxxxxxon Statement and related prospectus, it will do so only in accordance with this Section 1(d) and Section 2(h). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required under the Securities Act so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to clause (i) of this Section 1(d); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) of this Section 1(d); provided that if such Notice and Questionnaire is delivered during a Deferral Period (as defined in Section 2(h)), the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 2(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that has not submitted a Notice and Questionnaire to the Company as a selling securityholder in any Registration Statement or related prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) days from the expiration of a Deferral Period (and the Company shall incur no obligation to pay Additional Interest during such extension) if such Deferral Period is in effect on the Amendment Effectiveness Deadline Date. Any Holder who, subsequent to the date the Initial Shelf Registration Statement is declared effective, provides a Notice and Questionnaire required by this Section 1(d) pursuant to the provisions of this Section (whether or not such Holder has supplied the Notice and Questionnaire at the time the Initial Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement and related prospectus in accordance with the requirements of this Section 1(d). (e) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (f) As used in this Agreement, the following terms shall have the following meanings:

Shelf Registration. The Issuers shall promptly file with the SEC Commission a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use reasonable their best efforts to file with the SEC Commission the Initial Shelf Registration on or prior to as promptly as practicable, but in no event earlier than 120 days after the Filing Issue Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially reasonable their best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until for the earliest of (i) period ending on the date which is two years after from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (ii) the "Effectiveness Period"), or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Act; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement; provided, at any timefurther, that the Issuers may delay suspend the filing effectiveness of any Initial a Shelf Registration Statement or delay or suspend by written notice to the effectiveness thereof, Holders for a reasonable period of time, but not to exceed 60 days in excess of 60 consecutive days or more than three (3) times during any calendar year if, (eachi) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Issuers' good faith judgment, contain an untrue statement of a “Shelf Suspension Period”), if material fact or omit to state a material fact necessary in order to make the Boards of Directors of statements therein not misleading and (ii) (a) the Issuers determine reasonably and in good faith that the filing disclosure of any such Initial Shelf Registration Statement event at such time would have a material adverse effect on the business, operations or prospects of the continuing effectiveness thereof would require Company and its subsidiaries, taken as a whole, or (b) the disclosure otherwise relates to a previously undisclosed pending material business transaction, the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of which would impede the Issuers, would be detrimental ' ability to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or consummate such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another an appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 75 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file ------------------ or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") which is the later of (i) ninety (90) days after the Issue Date and (ii) October 1, 2001, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use its best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is one hundred and fifty (150) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period; provided, however, that no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder shall have provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use its best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement; provided that, Holders of Registrable Securities shall have at least twenty (20) Business Days from the date on which the Notice and Questionnaire is first mailed to such Holders to return a completed and signed Notice and Questionnaire to the Company. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the "Amendment Effectiveness Deadline Date") that is thirty (30) days after the date such post-effective amendment is required by this clause to be filed; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if a Deferral Period is in effect on the Amendment Effectiveness Deadline Date, then the Amendment Effectiveness Deadline Date shall be extended by the number of days of such Deferral Period and the Company shall not incur obligations to pay any Liquidated Damages during such extension, provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or manners designated by them of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (includingwhether or not such Holder was a Notice Holder at the time the Registration Statement was declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, without limitationand that it would not be feasible to ascertain the extent of such damages with precision, one or more underwritten offerings). The Issuers and if (i) the Guarantors shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement has not been filed on or prior to be the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company has failed to perform its obligations set forth in Section 2(d) hereof within the time period required therein, (iv) the Registration Statement ceases to be effective or fails to be usable without being succeeded within five (5) Business Days by a post-effective amendment or report filed with the SEC pursuant to the Exchange Act that cures the failure of the Registration Statement to be effective or usable, (v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof or (vi) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(i) (each of the events of a type described in any of the foregoing clauses (i) through (vi) are individually referred to herein as an "Event," and the day following the Filing Deadline Date in the case of clause (i), the day following the Effectiveness Deadline Date in the case of clause (ii), the date by which the Company is required to perform its obligations set forth in Section 2(d) in the case of clause (iii) (including the filing of any post-effective amendment prior to the Amendment Effectiveness Deadline Date), (iv) the date by which the Company is required to perform its obligations set forth in clause (iv) above, the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (v), and the date of the commencement of a Deferral Period that causes the limit on the number of Deferral Periods in any period under Section 3(i) hereof to keep be exceeded in the case of clause (vi), being referred to herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), the date the Company performs its obligations set forth in Section 2(d) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated case of an Event of the type described in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or clause (iii) (including, without limitation, the date upon the relevant post-effective amendment to the Shelf Registration Statement is declared effective under the Securities Act), the date the Company performs its obligations set forth in clause (iv) above in the case of an Event of the type described in clause (iv) above, termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded in the case of the commencement of an Event of the type described in clause (v), and termination of the Deferral Period the commencement of which all caused the number of Deferral Periods in a period permitted by Section 3(i) to be exceeded in the case of an Event of the type described in clause (vi). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding Securities that are Registrable Securities and of then outstanding shares of Underlying Common Stock issued upon conversion of Securities that are resold to Registrable Securities, as the public pursuant to Rule 144 case may be, accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (the “Effectiveness Period”); providedor, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate Principal Amount of such Securities or; in the case of Securities that have been converted into or exchanged for Underlying Common Stock, the aggregate Applicable Conversion Price of such shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the immediately preceding paragraph, such Liquidated Damages Amount shall be extended paid only to the extent required Holders that have delivered Notice and Questionnaires that caused the Company to permit dealers incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event; provided further, that any Liquidated Damages Amount accrued with respect to comply with any Securities or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Securities or portion thereof for redemption or conversion on the applicable prospectus delivery requirements redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of Rule 174 under the Securities Act and as otherwise provided hereinconversion). Notwithstanding anything the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the contrary Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Liquidated Damages Amount by the Company). The Trustee shall be entitled, on behalf of Holders of Securities or Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Company and the Guarantors shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “"Initial Shelf Registration”"). The Issuers Company and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the reasonable manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Company and the Guarantors shall not permit any securities other than the Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company and the Guarantors shall use commercially their reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after from the Issue Date, subject to extension pursuant to the last paragraph of Section 5 hereof (ii) the "Effectiveness Period"), or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein or any similar rule providing for a shorter holding period. No holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Company and the Guarantors in writing, at within 15 business days after receipt of a request therefor, such information as the Company and the Guarantors may reasonably request for use in connection with any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Notes as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so Company and the Guarantors all information required to be disclosed in order to make information previously furnished to the Company and the Guarantors by such Holder not a material misstatement or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawomission.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or Form S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Issuer shall not permit any securities other than the Guarantors shall Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuer shall, subject to applicable law or applicable interpretation of the staff of the SEC, use commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date which is two years after from the Issue Date, (ii) Date or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration oror cease to be outstanding, if applicable, a Subsequent Shelf Registration or (iiiii) the date upon which all Registrable Securities Notes are resold eligible to be sold to the public pursuant to Rule 144 144(k) under the Securities Act or (iii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration has been declared effective under the Securities Act (the “Effectiveness Period”); , provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything No Holder of Registrable Notes may include any of its Registrable Notes in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the contrary Issuer in this Agreementwriting, at within 15 business days after receipt of a request therefor, such information concerning such Holder required to be included in any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)Registrable Notes shall be entitled to Additional Interest pursuant to Section 4 hereof unless and until such Holder shall have provided all such information, if so requested. Each Holder of Registrable Notes as to which any Shelf Registration is being effected agrees to furnish promptly to the Boards of Directors of the Issuers determine reasonably and in good faith Issuer all information required to be disclosed so that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental previously furnished to the Issuers if so disclosed or would otherwise Issuer by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use their respective reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “"Effectiveness Period”"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “"Shelf Suspension Period”"), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers (a) Each Issuer shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is 90 days after the Issue Date (the "FILING DEADLINE DATE") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION STATEMENT"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. Each of the Issuers shall use reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "EFFECTIVENESS DEADLINE DATE") that is 180 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that becomes a Notice Holder on or prior to the date 10 Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, each of the Issuers shall use reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Issuers to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf Registration Statement is filed, each Issuer shall use reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire (including any supplement thereto) to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Issuers shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Issuers shall file a post-effective amendment to the Shelf Registration Statement, use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Issuers shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided further that if under applicable law the Issuers have more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or manners designated by them of a type that the Company reasonably expects will result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Issuers shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (includingwhether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, without limitationand that it would not be feasible to ascertain the extent of such damages with precision, one or more underwritten offerings). The Issuers and if (i) the Guarantors shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement has not been filed on or prior to be the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an "EVENT," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "EVENT DATE"). Events shall be deemed to continue until the "EVENT TERMINATION DATE," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (a "DAMAGES ACCRUAL PERIOD"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES AMOUNT"), payable on the Damages Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities covered by and the Initial Shelf Registration have been sold Guarantor agrees to pay, as liquidated damages and not as a penalty, the Liquidated Damages Amount, payable on the Damage Payment Dates, to Record Holders of then outstanding shares of Underlying Common Stock issued upon exchange of Notes that are Registrable Securities, in the manner set forth each case, accruing, for each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to 0.25% for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to 0.50% of the aggregate Applicable Principal Amount of such Notes, the aggregate Applicable Exchange Price of the shares of Underlying Common Stock and the Restated Principal Amount of the Semi-annual Coupon Notes, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided that any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or exchanged into Underlying Common Stock on an exchange date or to Semi-annual Coupon Notes prior to the Damages Payment Date shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or exchange on the applicable redemption date or exchange date, as the case may be, on such date (or promptly following the exchange date, in the case of exchange). Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Issuers of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Issuers). The Trustee, subject to the applicable provisions of the Indenture or the Guarantee and Exchange Agreement, shall be extended entitled, on behalf of Holders of Notes or Underlying Common Stock, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the obligations of each Issuer set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Notes Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such the Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and Notes Issuer shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Notes Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness one-year anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two date that is three years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Additional Notes, the Exchange Notes or the Private Exchange Notes, 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. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Notes Issuer may delay the filing of any the Shelf Registration Statement relating to the Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards board of Directors directors of the Issuers determine Notes Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards board of Directors directors of the IssuersNotes Issuer, would be detrimental to the Issuers Notes Issuer (or to any of the Guarantors, if such Guarantor’s guarantee of the Additional Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers Issuer shall promptly promptly, as practicable, use commercially reasonable efforts to file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers Issuer shall not permit any securities other than the Registrable Securities and the Guarantors Guarantees to be included in the Initial Shelf Registration or any Subsequent Shelf Registration. The Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, Date (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold become eligible for resale without regard to the public pursuant to volume, manner of sale or other restrictions contained in Rule 144 144(k) (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that (x) the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or (y) such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is two-hundred and ten (210) days after the Issue Date, and to keep, subject to Section 3(i)(A) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner or manners designated by them as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (including, without limitation, one or more underwritten offeringsother than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. The Issuers Company shall not permit any of its security holders (other than the Holders of Registrable Securities) to include any of the Company's securities in the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement). (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Guarantors Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Shelf Registration Statement), subject to Section 3(i)(A) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Initial or any Subsequent Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d), Section 3(i) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Initial or any Subsequent Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed and legible Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i), provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, they will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) is individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (an "Additional Amount Accrual Period"), the Company agrees to pay an additional amount (the "Additional Amount"), payable on the Additional Amount Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities covered by or of then outstanding shares of Underlying Ordinary Shares issued upon conversion of Notes that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Additional Amount Accrual Period beginning on and as contemplated in the Initial Shelf Registration including an Additional Amount Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Additional Amount is to be paid to Holders on an Additional Amount Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Additional Amount Accrual Period or (B) the next Additional Amount Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first ninety (90)-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate principal amount of such Notes and the aggregate Conversion Price of the shares of Underlying Ordinary Shares, as the case may be, in each case determined as of the Business Day immediately preceding the next Additional Amount Payment Date; provided, that any Additional Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Ordinary Shares on a conversion date prior to the Additional Amount Payment Date shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Notwithstanding the foregoing, no Additional Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Additional Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of Additional Amounts by the Company). The Trustee, subject to the applicable provisions of the Indenture, shall be extended entitled on behalf of Holders of Notes or Underlying Ordinary Shares, to seek any available remedy for the extent required to permit dealers to comply with the applicable prospectus delivery requirements enforcement of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at including for the payment of any timeAdditional Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional amounts are expressly provided shall be such Additional Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the Additional Amounts provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. (a) The Issuers shall promptly Company shall, on or before April 5, 2013 (the “Filing Date”), file with a “resale” registration statement on Form S-1 (or Form S-3 if available) under the SEC a 1933 Act (the “Initial Shelf Registration Statement Statement”) providing for the resale of all Registrable Securities in an offering to be made on a continuous basis pursuant to Rule 415 covering 415, and the Company shall use its commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective within ninety (90) days of the Filing Date (the “Effectiveness Date”) and keep the Initial Shelf Registration Statement continuously effective until all of the Registrable Securities registered therein cease to be Registrable Securities (the “Initial Shelf RegistrationEffectiveness Period”). The Issuers and the Guarantors securities shall use reasonable best efforts cease to file with the SEC be Registrable Securities (i) when the Initial Shelf Registration Statement shall have become effective under the 1933 Act and such securities shall have been disposed of pursuant to such registration statement, or (ii) such securities shall have been sold as permitted by Rule 144 under the 1933 Act or the date on or prior which the Registrable Securities may be sold pursuant to Rule 144 without restrictions on volume, whichever is the Filing Datefirst to occur. The If at any time and for any reason, an additional registration statement is required to be filed because at such time the actual number of Registrable Securities exceeds the number of shares of Registrable Securities remaining under the Initial Shelf Registration Statement, the Company shall be on Form S-1 or another appropriate form permitting as soon as practicable file such additional registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (includingstatement, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Company shall use commercially reasonable efforts to cause the Shelf Registration such additional registration statement to be declared effective under by the Securities Act on SEC as soon as practicable.” B. Except as expressly amended or prior modified hereby, each term, provision, Exhibit and Schedule to the Effectiveness Date Investors’ Rights Agreement is hereby ratified and to keep confirmed and will and does remain in full force and effect. This Amendment and the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect rights of the Initial Shelf Registration parties hereunder shall be extended to the extent required to permit dealers to comply governed by and construed in accordance with the applicable prospectus delivery requirements internal laws, and not the laws pertaining to choice or conflict of Rule 174 under laws, of the Securities Act State of Delaware. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and as otherwise provided hereinthe same Amendment. Notwithstanding anything to Descriptive headings of the contrary in Sections of this Agreement, at any time, Amendment are inserted for convenience only and shall not control or affect the Issuers may delay the filing meaning or construction of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing provisions of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawthis Amendment.

Shelf Registration. The Issuers (a) As soon as practicable but in any event not later than the date (the “Filing Date”) that is sixty (60) days after receipt by the Company at any time after the Earliest Exercise Date of a written request by the holder or holders of a majority of all outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 3.1, based on the aggregate number of Warrant Shares then outstanding plus the number of Warrant Shares for which any outstanding Warrants are then exercisable) (the “Initiating Holders”), the Company shall promptly prepare and file with the SEC a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a “Shelf Registration”) registering the resale from time to time by the holders thereof of all of the Registrable Securities upon and following exercise of the Warrants (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Statement for any Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders such holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsUnderwritten Offerings). The Issuers and the Guarantors Company shall use commercially its reasonable efforts to cause the Initial Shelf Registration to be declared become effective under the Securities Act on or prior to the Effectiveness Date as promptly as is practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest end of the Effectiveness Period. (ib) two years If the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities shall have been sold or shall have ceased to be Registrable Securities), the Company shall use all reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration covering all of the Registrable Securities (a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company shall use all reasonable efforts to cause the Subsequent Shelf Registration to become effective as promptly as is practicable after such filing and to keep such Registration Statement continuously effective until the Issue Dateend of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration if required by the rules, (ii) regulations or instructions applicable to the registration form used by the Company for such shorter period ending when all Shelf Registration, if required by the Securities Act, or if reasonably requested by any holder of the Registrable Securities covered by the Initial such Registration Statement or by any Managing Underwriter of such Registrable Securities. (d) Each Warrant Securityholder agrees that if it wishes to sell any Registrable Securities pursuant to a Shelf Registration have been sold and related Prospectus, it will do so only in accordance with this Section 3.1(d). Each holder of Registrable Securities agrees to give written notice to the manner set forth Company at least six Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration, which notice shall specify the date on which such holder intends to begin such distribution and any information with respect to such holder and the intended distribution of Registrable Securities by such holder required to amend or supplement the Registration Statement with respect to such intended distribution of Registrable Securities by such holder; provided that no holder may give such notice unless such notice, together with notices given by other holders of Registrable Securities joining in such notice or giving similar notices, covers at least 30,000 Warrant Shares. As promptly as contemplated is practicable after the date such notice is provided, and in any event within five Business Days after such date, the Initial Shelf Registration or, if applicable, Company shall either: (A) prepare and file with the SEC a Subsequent post-effective amendment to the Shelf Registration or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or any other required document, so that such Registration Statement will not contain any 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 so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain any 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, in light of the circumstances under which they were made, not misleading; (iiiB) provide each Notice Holder a copy of any documents filed pursuant to Section 3.1(d)(i)(A); and (C) inform each Notice Holder that the Company has complied with its obligations in Section 3.1(d)(i)(A) and that the Registration Statement and related Prospectus may be used for the purpose of selling all or any of such Registrable Securities (or that, if the Company has filed a post-effective amendment to the Shelf Registration which has not yet been declared effective, the Company will notify each Notice Holder to that effect, will use all reasonable efforts to secure the effectiveness of such post-effective amendment and will immediately so notify each Notice Holder when the amendment has become effective); each Notice Holder will sell all or any or such Registrable Securities pursuant to the Shelf Registration and related Prospectus only during the 45-day period commencing with the date upon on which all Registrable Securities are resold to the public Company gives notice, pursuant to Rule 144 Section 3.1(d)(i)(C), that the Registration Statement and Prospectus may be used for such purpose (the such 45-day period is referred to as a “Effectiveness Selling Period”); provided, however, each Notice Holder agrees that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended it will not sell any Restricted Securities pursuant to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf such Registration Statement or delay or Prospectus after such Selling Period without giving a new notice of intention to sell pursuant to Section 3.1(d) hereof and receiving a further notice from the Company pursuant to Section 3.1(d)(i)(C) hereof; or (ii) if, in the judgment of the Company, it is advisable to suspend use of the effectiveness thereof, Prospectus for a reasonable period of timetime due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, but not the Company shall deliver a certificate in excess of 60 consecutive days writing, signed by its Chief Executive Officer, Chief Financial Officer or more than three (3) times during any calendar year (eachGeneral Counsel, a “Shelf Suspension Period”)to the Notice Holders, the Special Counsel and the Managing Underwriters, if any, to the Boards of Directors effect of the Issuers determine reasonably and foregoing and, upon receipt of such certificate, each such Notice Holder’s Selling Period will not commence until such Notice Holder’s receipt of copies of the supplemented or amended Prospectus provided for in good faith Section 3.1(d)(i)(A) hereof, or until it is advised in writing by the Company that the filing Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Initial Shelf Registration Statement or Prospectus. The Company will use all reasonable efforts to ensure that the continuing effectiveness thereof would require use of the Prospectus may be resumed, and the Selling Period will commence, upon the earlier of (x) public disclosure of non-public such pending material information corporate development or similar material event or (y) a determination by the Company that, in the reasonable judgment of the Boards Company, public disclosure of Directors of the Issuers, such material corporate development or similar material event would not be detrimental prejudicial to the Issuers if so disclosed Company. Notwithstanding the foregoing, the Company shall not under any circumstances be entitled to exercise its right under this Section 3.1(d) to defer the commencement of a Selling Period more than one time in any three-month period or would otherwise materially adversely affect two times in any twelve-month period, and the period in which a financingSelling Period is suspended shall not exceed fifteen days unless the Company shall deliver to such Notice Holders a second certificate to the effect set forth above, acquisitionwhich shall have the effect of extending the period during which such Selling Period is deferred by up to an additional fifteen days, disposition, merger or other material transaction or such action shorter period of time as is required by applicable lawspecified in such second certificate. In no event shall the Company be permitted to extend the period during which such Selling Period is deferred from and after the date a Notice Holder provides notice to the Company in accordance with this Section 3.1(d) of its intention to distribute Registrable Securities (a “Deferral Period”) beyond such 30-day period.

Shelf Registration. The Issuers and the Guarantors shall as promptly as possible file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities not permitted to be exchanged in the Exchange Offer in accordance with the terms of this Agreement, Private Exchange Securities and Exchange Securities as to which Section 2(c)(iv) is applicable (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use their reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to before the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors shall not permit any Securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers and the Guarantors shall use commercially their reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date which is the earlier of (i) two years after the Issue DateTransfer Date (the “Effectiveness Period”), (ii) or such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Registration; provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary extent that the applicable provisions of Rule 144(k) are amended or revised to reduce the two year holding period set forth therein. No holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration Statement pursuant to this AgreementAgreement unless and until such holder furnishes to the Issuers in writing, at any timewithin 15 business days after receipt of a request therefor, such information as the Issuers may delay the filing of reasonably request for use in connection with any Initial Shelf Registration Statement or delay Prospectus or suspend the effectiveness thereof, for a reasonable period preliminary prospectus included therein. No holder of time, but not in excess Registrable Securities shall be entitled to Liquidated Damages pursuant to Section 4 hereof unless and until such holder shall have provided all such reasonably requested information. Each holder of 60 consecutive days or more than three (3) times during Registrable Securities as to which any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental is being effected agrees to furnish promptly to the Issuers if so all information required to be disclosed or would otherwise in order to make information previously furnished to the Issuers by such Holder not materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawmisleading.

Shelf Registration. The Issuers (a) On or before the earlier to occur of (i) the twenty-one (21)-month anniversary of the date of this Agreement or (ii) the date which is six (6) months after the Company has redeemed all of the Preferred Shares held by all Holders (such date hereafter, the “Lock-up Expiration”), the Company shall promptly file with the SEC a Registration Statement providing for an offering to be made registration and resale, on a continuous or delayed basis pursuant to Rule 415 covering under the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC, of all of the Registrable Securities (the such registration statement, a “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 (or another appropriate any comparable or successor form permitting registration or forms then in effect) under the Securities Act; provided, however, that if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) at the time of filing of the Shelf Registration Statement with the SEC, such Registrable Securities for resale by Holders in the manner or manners Shelf Registration Statement shall be designated by them the Company as an automatic shelf registration statement (including, without limitation, one or more underwritten offeringsas defined in Rule 405 under the Securities Act). The Issuers Shelf Registration Statement shall contain (except if otherwise directed by a Holder) the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A and shall name the Guarantors Holders as the selling security holders. The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective under the Securities Act until the Holders no longer hold any Registrable Securities. If the Shelf Registration Statement is not on Form S-3ASR, the Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of become effective, as promptly as practicable, but in no event later than ninety (i90) two years days after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of such Shelf Registration Statement. (b) In the event any Initial Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three and related Prospectus (3) times during any calendar year (each, a “Shelf Suspension PeriodTake-Down”)) in an underwritten offering after the Lock-up Expiration, if such Holder shall notify the Boards Company of Directors such intent (a “Shelf Take-Down Notice”) and shall deliver such Shelf Take-Down Notice at least ten (10) Business Days prior to any intended distribution of Registrable Securities under the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement if a Company Supported Distribution is not also being requested as part of such Shelf Take-Down Notice, or least thirty (30) Business Days prior to any intended distribution of Registrable Securities under the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment Shelf Registration Statement if a Company Supported Distribution is being requested as part of the Boards Shelf Take-Down Notice. The Company shall reasonably cooperate with the Holder to facilitate any such distribution requested in a Shelf Take-Down Notice, including making such revisions to the Plan of Directors Distribution as reasonably requested and taking the actions required pursuant to Sections 2.05(a)(ix)-(xv) and pursuant to Section 2.05(a)(xvi) if a Company Supported Distribution is requested in such Shelf-Take-Down Notice. From and after the date the Shelf Registration Statement is declared or deemed effective, the Company shall, as promptly as practicable after the date of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.Shelf Take-Down Notice:

Shelf Registration. The Issuers Company shall promptly file with the SEC a Registration ------------------ Statement (the "Initial Shelf Registration Statement") for an offering to be ------------------------------------ made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities held by Notice Holders (the “"Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration ") on or prior -------------------------- to the Filing Date; provided, that subject to Section 2(d) hereof, the Initial -------- Shelf Registration shall cover all of the Registrable Securities of Late Notice Holders. The Initial Shelf Registration shall be on Form S-1 S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offeringsofferings (subject to Section 8 hereof)). The Issuers and Company shall not permit any securities other than Registrable Securities to be included in the Guarantors Initial Shelf Registration or any Subsequent Shelf Registration (as defined below), other than piggyback rights granted prior to the date hereof in respect of approximately 290,000 shares of its Common Stock. The Company shall use commercially its reasonable efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act as soon as practicable after such Initial Shelf Registration is filed and, in any event, on or prior to the Effectiveness Date and to keep the such Initial Shelf Registration continuously effective under the Securities Act until the earliest earlier of when (i) two years after all the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by are registered under the Initial Shelf Registration (as defined below) and have been sold disposed of in the manner set forth and as contemplated therein, (ii) certain transfer restrictions on the Registrable Securities are terminated as a result of the application of Rule 144(k), (iii) all the Registrable Securities have been resold pursuant to Rule 144 under the Securities Act and (iv) all the Registrable Securities cease to be outstanding (the "Effectiveness Period"). -------------------- At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder shall be named as a selling securityholder in the Initial Shelf Registration or, if applicable, Statement and the related Prospectus in such a Subsequent Shelf Registration or (iii) the date upon which all manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply accordance with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”) covering all of the Registrable Notes (other than Registrable Notes held by an “affiliate” (as defined in Rule 405) of the Company). The Issuers and the Guarantors shall use their respective commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form (as reasonably determined by the Issuers) permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers shall not permit any securities other than the Registrable Notes (and the Guarantors related Guarantees) to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use their respective commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the 90th day following the delivery of the Shelf Notice (the “Shelf Effectiveness Date Date”) and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest date that is 180 days from the effective date of (i) two years after the Issue Date, (ii) Initial Shelf Registration or such shorter period ending when all Notes cease to be Registrable Securities Notes or all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Shelf Effectiveness Period”); provided, however, that the Shelf Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that the Notes or the Exchange Notes, covered by the Shelf Registration Statement become Freely Tradable. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three in any twelve-month period (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction involving the Company. Notwithstanding anything to the contrary contained herein, no “affiliate” (as defined in Rule 405) of the Company shall be entitled or permitted to participate in a Shelf Registration or to have such action is required by applicable lawHolder’s Registrable Notes included in a Shelf Registration Statement.

Shelf Registration. The Issuers If the Company shall promptly receive, at any time after the date hereof, a written request from the Holder that the Company file a registration statement under the Securities Act covering the registration of all of the Holder's Registrable Securities with an aggregate offering price, net of underwriting discounts and commissions, expected to exceed $2,000,000, then the SEC Company shall file as soon as practicable (but in no event later than sixty (60) days following the Company's receipt of the Holder's notice) a Registration Statement. The Registration Statement shall register the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf Registration") covering all of the Registrable Securities (the “"Initial Shelf Registration”"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holder. The Issuers and the Guarantors Company shall use commercially reasonable its best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to by the Effectiveness Date SEC as soon as practicable and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two years after the Issue Datedate hereof (the "Effectiveness Period"), (ii) or such shorter period ending when (i) all Registrable Securities covered by the Initial Shelf Registration have been sold in or shall have ceased to be Registrable Securities, (ii) the manner set forth and Replacement Shelf Registration, as contemplated in defined below, covering all of the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration Registrable Securities has been declared effective under the Securities Act or (iii) a Subsequent Shelf Registration, as defined below, covering all of the date upon which all Registrable Securities are resold to has been declared effective under the public Securities Act. The Holder's rights pursuant to Rule 144 this Section 2(a) shall terminate (i) after the “Effectiveness Period”Company has effected one such registration pursuant to this Section 2(a), and such registration has been declared or ordered effective by the SEC or (ii) upon the filing with the SEC of the Replacement Shelf Registration Statement (as defined below); provided, however, that if such registration statement is not declared or ordered effective by the Effectiveness Period in respect SEC within forty-five (45) days from the earlier of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements date of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreementfiling or July 2, at any time1999, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but Holder's rights pursuant to this Section 2(a) shall not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawterminate.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is ninety (90) days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a "Shelf Registration Statement") registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the "Initial Shelf Registration on or prior to the Filing DateStatement"). The Initial Shelf Registration Statement shall be on Form S-1 or another an appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company (such consent to be withheld or manners designated by them (including, without limitation, one or more underwritten offeringsgranted in the Company's sole and absolute discretion). The Issuers and the Guarantors Company shall use commercially reasonable efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act no later than the date (the "Effectiveness Deadline Date") that is one-hundred and eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act (subject to Section 3(i)) until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to the time that the Initial Shelf Registration Statement became effective shall be named as a selling security holder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). Notwithstanding the foregoing, no Holder shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder has provided a Notice and Questionnaire in accordance with Section 2(d) and is in compliance with Section 4. None of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of the Company's securities in the Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than as provided in Section 3(i)), the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or Subsequent Shelf Registration Statement) continuously effective (subject to Section 3(i)) until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the registered Holders. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Sections 3(i) and 4 of the Agreement. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least five (5) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law (other than laws not generally applicable to all Holders of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus) and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(i); provided, further, that if under applicable law the Company has more than one option as to the type or manner of making any such filing, it will make the required filing or filings in the manner or of a type that is reasonably expected to result in the earliest availability of the Prospectus for effecting resales of Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling security holder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement (whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling security holder in the Registration Statement or related Prospectus subject to and in accordance with the requirements of this Section 2(d). Notwithstanding the provisions of Section 3, any amendment or supplement to the Registration Statement pursuant to this Section 2(d) that solely lists additional selling security holders need not be submitted for review by other Notice Holders or the Initial Purchasers. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(i) hereof in the case of clause (iii), being referred to keep herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii), termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) such shorter period to be exceeded in the case of the commencement of an Event of the type described in clause (iii). Accordingly, commencing on (and including) any Event Date and ending when all on (but excluding) the next date after an Event Termination Date (a "Damages Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities covered by or of then outstanding shares of Underlying Common Stock issued upon conversion of Notes that are Registrable Securities, as the Initial Shelf Registration have been sold in the manner set forth case may be, accruing, for each portion of such Damages Accrual Period beginning on and as contemplated in the Initial Shelf Registration including a Damages Payment Date (or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.5%) of the aggregate Applicable Principal Amount of such Notes or the aggregate Applicable Conversion Price of the shares of Underlying Common Stock, as the case may be, in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (ii) of the immediately preceding paragraph, no Liquidated Damages Amount shall be extended payable by the Company to any Holder if no Holder has delivered a Notice and Questionnaire to the extent required Company in accordance with Section 2(d) and the failure to permit dealers receive such a Notice and Questionnaire prevents the performance necessary to comply keep such Event from occurring; provided, further, that any Liquidated Damages Amount accrued with respect to any Note or portion thereof called for redemption on a redemption date or converted into Underlying Common Stock on a conversion date or to Semi-Annual Coupon Notes prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Note or portion thereof for redemption or conversion on the applicable prospectus delivery requirements redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of Rule 174 under the Securities Act and as otherwise provided hereinconversion). Notwithstanding anything the foregoing, no Liquidated Damages Amounts shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Liquidated Damages Amounts to the contrary Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Company). The Trustee, subject to the applicable provisions of the Indenture, shall be entitled, for the benefit of Holders of Notes, Underlying Common Stock or Semi-Annual Coupon Notes, to seek any available remedy for the enforcement of this Agreement, at including for the payment of any timeLiquidated Damages Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Issuer shall promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors Issuer shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and the Guarantors Issuer shall use commercially its respective reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two years after from the Issue Date, Date or (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or if such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file or cause to be prepared and filed with the SEC SEC, as soon as practicable but in any event by the date (the “Filing Deadline”) 90 days after the Issue Date, a Registration Statement registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (the a “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting registration of such the Registrable Securities for resale by the Holders in accordance with the manner or manners designated methods of distribution elected by them (includingthe Holders and set forth in the Shelf Registration Statement; provided, however that in no event shall such method of distribution take the form of an underwritten offering of the Registrable Securities without limitation, one or more underwritten offerings)the prior written consent of the Company. The Issuers Company shall use its reasonable best efforts to cause a Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the “Effectiveness Deadline”) that is 180 days after the Issue Date, and to keep a Shelf Registration Statement continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that became a Notice Holder on or prior to the date five Business Days prior to the date the initial Shelf Registration Statement is declared effective shall be named as a selling security holder in the initial Shelf Registration Statement and the Guarantors related Prospectus in such a manner as to permit such Holder to deliver or make available the Prospectus to purchasers of Registrable Securities in accordance with applicable law. Only Registrable Securities shall be included in a Shelf Registration Statement. (b) If a Shelf Registration Statement covering resales of the Registrable Securities ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use commercially its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement so that all Registrable Securities outstanding as of the date of such filing are covered by a Shelf Registration Statement. If a new Shelf Registration Statement is filed pursuant to this Section 2(b), the Company shall use its reasonable best efforts to cause the new Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period. (c) The Company shall amend and supplement the Prospectus and/or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or file a new Shelf Registration Statement, if required by the Securities Act or as necessary and reasonably requested by the Initial Purchaser or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement to correct any material misstatements or omissions with respect to any Holder as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. (d) Each Holder may sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus only in accordance with this Section 2(d) and Section 3(h). Each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus shall deliver a Notice and Questionnaire to the Company at least three Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event on or before the later of (x) 15 Business Days (or 8 Business Days if the Company is then able to name a selling security holder by means of a supplement to the related Prospectus) after such date or (y) 15 Business Days (or 8 Business Days if the Company is then able to name a selling security holder by means of a supplement to the related Prospectus) after the expiration of any Deferral Period in effect when the Notice and Questionnaire is delivered or put into effect within 15 Business Days (or 8 Business Days if the Company is then able to name a selling security holder by means of a supplement to the related Prospectus) of such delivery date: (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file a new Shelf Registration Statement or any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in a Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver or make available such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post effective amendment to a Shelf Registration Statement or shall file a new Shelf Registration Statement, the Company shall use its reasonable best efforts to cause such post effective amendment or new Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline”) that is 45 days after the date such post effective amendment or new Shelf Registration Statement is required by this Section 2(d) to be filed; provided, however, that the Shelf Registration Statement shall include the disclosure required by Rule 430B under the Securities Act in order to enable the Company to add selling security holders on to the Shelf Registration Statement pursuant to the filing of prospectus supplements; and provided further, if the Company is then able to name a selling security holder to the Shelf Registration Statement by means of either a supplement to the related prospectus or a post-effective amendment, the Company shall file a prospectus supplement to name the Holder as a selling security holder in the Shelf Registration Statement; (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any new Shelf Registration Statement or post effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline shall be extended by ten Business Days from the expiration of a Deferral Period. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if: (i) the initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline, (ii) the initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Date and Deadline, (iii) the Company has failed to keep perform its obligations set forth in Section 2(d)(i) within the Initial time period required therein, (iv) a post-effective amendment to a Shelf Registration continuously Statement filed pursuant to Section 2(d)(i) has not become effective under the Securities Act until on or prior to the earliest Amendment Effectiveness Deadline, (v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof, or (vi) the number of Deferral Periods in any period exceeds the number permitted in respect of such period pursuant to Section 3(h) hereof. Each event described in any of the foregoing clauses (i) two years after through (vi) is individually referred to herein as a “Registration Default.” For purposes of this Agreement, each Registration Default set forth above shall begin and end on the Issue Date, dates set forth in the table set forth below: (i) Filing Deadline the date the initial Shelf Registration Statement is filed (ii) such shorter period ending when all Registrable Securities covered by Effectiveness Deadline the Initial date the initial Shelf Registration have been sold in Statement becomes effective under the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or Securities Act (iii) the date upon by which all Registrable Securities are resold the Company is required to perform its obligations under Section 2(d)(i) the public pursuant date the Company performs its obligations set forth in Section 2(d)(i) (iv) the Amendment Effectiveness Deadline the date the applicable post-effective amendment to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial a Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 Statement becomes effective under the Securities Act and as otherwise provided herein. Notwithstanding anything Act (v) the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h) termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded (vi) the contrary in date of commencement of a Deferral Period that causes the number of Deferral Periods to exceed the number permitted by Section 3(h) termination of the Deferral Period that caused the number of Deferral Periods to exceed the number permitted by Section 3(h) For purposes of this Agreement, at Registration Defaults shall begin on the dates set forth in the table above and shall continue until the ending dates set forth in the table above. Commencing on (and including) any time, date that a Registration Default has begun and ending on (but excluding) the Issuers may delay the filing of any Initial Shelf next date on which there are no Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three Defaults that have occurred and are continuing (3) times during any calendar year (each, a “Shelf Suspension Registration Default Period”), the Company shall pay, as liquidated damages and not as a penalty, to Record Holders of Registrable Securities in respect of each day in the Registration Default Period, additional interest in respect of any Security that is a Registrable Security that has not been converted into Underlying Common Stock, at a rate per annum equal to 0.25% of the aggregate principal amount of such Security (the “Initial Additional Interest Amount”) for the first 90 days since the date that a Registration Default begins, and at a rate per annum equal to 0.5% of the aggregate principal amount of such Security (the “Subsequent Additional Interest Amount”, and together with the Initial Additional Interest Amount, the “Additional Interest Amount”) after the first 90 days of such Registration Default Period; provided that in the case of a Registration Default Period that is in effect solely as a result of a Registration Default of the type described in clause (iii) or (iv) of the preceding paragraph, such Additional Interest Amount shall be paid only to the Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires that caused the Company to incur the obligations set forth in Section 2(d), the non-performance of which is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rates of accrual of the Additional Interest Amount, with respect to any period shall not exceed the rates provided for in this paragraph notwithstanding the occurrence of multiple concurrent Registration Defaults. If a Holder has converted some or all of its Notes into Common Stock, the Holder will not be entitled to receive any Additional Interest with respect to such Common Stock or the principal amount of the Notes that have been so converted. In addition, in no event will Additional Interest be payable in connection with a Registration Default relating to a failure to register the Common Stock deliverable upon conversion of the Notes. For avoidance of doubt, if the Boards of Directors Company fails to register both the Notes and the Common Stock deliverable upon conversion of the Issuers determine reasonably Notes, then Additional Interest will be payable solely in connection with the Registration Default relating to the failure to register the Notes. The Additional Interest Amount shall be payable on each Interest Payment Date during the Registration Default Period (and on the Interest Payment Date next succeeding the end of the Registration Default Period if the Registration Default Period does not end on a Interest Payment Date) to the Record Holders of the Registrable Securities entitled thereto pursuant to the terms of the Indenture; provided that any Additional Interest Amount accrued with respect to any Security or portion thereof redeemed by the Company on a redemption date, purchased by the Company on a repurchase date or converted into Underlying Common Stock on a conversion date prior to the Interest Payment Date, shall, in good faith that the filing of any such Initial Shelf Registration Statement event, be paid instead to the Holder who submitted such Security or portion thereof for redemption, purchase or conversion on the applicable redemption date, repurchase date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion), unless the redemption date or the continuing effectiveness thereof would require repurchase date, as the disclosure case may be, falls after February 1 or August 1 and on or prior to the corresponding Interest Payment Date in which case such amounts shall be paid to the Holder entitled to receive payments of non-public material information interest in respect of such Securities pursuant to the terms of the Indenture; and provided further, that, in the reasonable judgment case of a Registration Default of the Boards of Directors type described in clause (iii) or (iv) of the Issuersfirst paragraph of this Section 2(e), would such Additional Interest Amount shall be detrimental paid only to the Issuers if so disclosed Holders entitled thereto by check mailed to the address set forth in the Notice and Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Securities or would otherwise materially adversely affect Underlying Common Stock, to seek any available remedy for the enforcement of this Agreement, including for the payment of such Additional Interest Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a financing, acquisition, disposition, merger violation of the terms of this Agreement with respect to which additional interest or liquidated damages are expressly provided shall be such Additional Interest Amount. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other material transaction equitable relief with respect to this Agreement. All of the Company’s payment obligations set forth in this Section 2(e) that have accrued with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such payment obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the additional interest provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement to be filed or such action is required by applicable lawdeclared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

Shelf Registration. (a) The Issuers Company shall promptly file prepare and file, or cause to be prepared and filed, with the SEC Commission, by the date (the "Filing Deadline Date") that is ninety (90) days after the Issue Date, a Registration Statement (the "Initial Shelf Registration Statement") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering under the Act registering the resale from time to time by Holders thereof of all of the Registrable Securities (or, if registration of Registrable Securities not held by Notice Holders is not permitted by the “Initial Shelf Registration”rules and regulations of the Commission, then registering the resale from time to time by Notice Holders of their Registrable Securities). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 S-3 or another appropriate form permitting and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any method of distribution elected by the manner or manners designated by them (including, without limitation, one or more underwritten offerings)Holders. The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to (i) cause the Initial Shelf Registration Statement to be declared become effective under the Securities Act on or prior to as promptly as practicable but in any event by the date (the "Effectiveness Deadline Date") that is two hundred and ten (210) days after the Issue Date and to (ii) keep the Initial Shelf Registration Statement (and any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the earliest expiration of (i) two years after the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by Effectiveness Period. At the time the Initial Shelf Registration have been sold in Statement becomes effective under the manner set forth and Act, each Holder that became a Notice Holder prior to the date of such effectiveness shall be named as contemplated a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. (b) If any Shelf Registration Statement ceases to be effective under the Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable best efforts to promptly cause such Shelf Registration Statement to become effective under the Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and in any event shall, as soon as reasonably practicable, (i) amend such Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or (ii) file an additional Registration Statement (a "Subsequent Shelf Registration Statement") for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing (or, if applicableregistration of Registrable Securities not held by Notice Holders is not permitted by the rules and regulations of the Commission, then registering the resale from time to time by Notice Holders of their securities that are Registrable Securities as of the time of such filing). If a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any timeStatement is filed, the Issuers may delay the filing of any Initial Company shall use its commercially reasonable best efforts to (A) cause such Subsequent Shelf Registration Statement or delay or suspend to become effective under the effectiveness thereof, for a reasonable period of timeAct as promptly as practicable after such filing, but not in excess of 60 consecutive days or more no event later than three the Subsequent Effectiveness Deadline Date and (3B) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any keep such Initial Subsequent Shelf Registration Statement (or another Subsequent Shelf Registration Statement) continuously effective until the continuing effectiveness thereof would require end of the disclosure Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be on Form S-3 or another appropriate form and shall provide for the registration of non-public material information such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (c) The Company shall supplement and amend any Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Act or as reasonably requested by the Initial Purchasers or by the Trustee on behalf of the Holders of the Registrable Securities covered by such Shelf Registration Statement. (i) Each Holder of Registrable Securities agrees that, if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in the reasonable judgment accordance with this Section 2(d) and Section 3(i). Each Holder of the Boards of Directors of the Issuers, would be detrimental Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a completed and executed Notice and Questionnaire to the Issuers if so disclosed Company prior to any attempted or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.actual distribution of

Shelf Registration. The Issuers shall use their reasonable best efforts to promptly file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities (the “Initial Shelf Registration”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and shall not permit any securities other than the Guarantors Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Issuers shall use commercially their reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) the date that is two (2) years after from the Issue Date, (ii) such shorter period ending when all Registrable Securities covered by the Initial Shelf Registration Statement have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 one year after such shelf registration statement becomes effective (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or Subsequent Shelf Registration or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors Managers or Board of the Issuers determine Directors, as applicable, of either Issuer determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or Subsequent Shelf Registration the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors Managers or Board of the IssuersDirectors, as applicable, of either Issuer, would be detrimental to the Issuers either Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable law.

Shelf Registration. (a) The Issuers Company shall promptly prepare and file or cause to be prepared and filed with the SEC no later than a date which is one hundred fifty (150) days after the Issue Date (the “Filing Deadline Date”) a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 covering of the Securities Act (a “Shelf Registration Statement”) registering the resale from time to time by Holders of all of the Registrable Securities (the “Initial Shelf RegistrationRegistration Statement”). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration Statement shall be on Form S-1 F-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance with the manner methods of distribution reasonably elected by the Holders and set forth in the Initial Shelf Registration Statement and shall comply in all material respects with the requirements of Form F-3 or manners designated by them (including, without limitation, one or more underwritten offerings)other appropriate form and the requirements of Regulation S-T under the Securities Act. The Issuers and the Guarantors Company shall use commercially its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable but no later than the date that is two hundred and ten (210) days after the Issue Date (the “Effectiveness Deadline Date”), and to keep, subject to Section 3(h) hereof, the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. Each Holder that becomes a Notice Holder on or prior to the date twenty (20) Business Days prior to the time that the Initial Shelf Registration Statement becomes effective shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law (other than laws not generally applicable to all such Holders). No Holder that is not a Notice Holder shall be entitled to be named as a selling securityholder, or have the Registrable Securities held by it covered, in a Shelf Registration Statement. (b) If the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities and other than during a Deferral Period), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof and in any event within thirty (30) days of such cessation of effectiveness thereof, amending the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or filing an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement is filed, the Company shall use its best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is reasonably practicable after such filing or, if filed during a Deferral Period, after the expiration of such Deferral Period, and to keep such Registration Statement (or subsequent Shelf Registration Statement), subject to Section 3(h) hereof, continuously effective until the end of the Effectiveness Period. (c) The Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. (d) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 3(h) and Section 4. Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to an effective Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least twenty (20) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement and to notify the Company in writing of such proposed sale within three (3) Business Days prior to such proposed sale. Each Holder of Registrable Securities who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Notice and Questionnaire to the Company that it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as is reasonably practicable after the date a fully completed Notice and Questionnaire is received by the Company, (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable, (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i) and (iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(h); provided further that the Company shall not be required to file more than one post-effective amendment to the Shelf Registration Statement during any 90-day period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus. (e) The parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if other than as permitted hereunder (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) notwithstanding the use by the Company of its reasonable best efforts, the Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, (iii) after a Registration Statement has been declared effective by the SEC, such Registration Statement shall cease to be effective or sales cannot be made pursuant to such Registration Statement for any reason (including without limitation by reason of a stop order or the Company’s failure to update the Registration Statement), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, and the Company has not filed a post-effective amendment to the Registration Statement, an amendment or supplement to the Prospectus or a Form 6-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement within five (5) Business Days after the Event (as defined herein) or (iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iv) is individually referred to herein as an “Event,” and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of clause (ii), the date on which the Registration Statement ceases to be effective or sales cannot be made pursuant to the Registration Statement in the case of clause (iii) and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h) hereof in the case of clause (iv), being referred to keep herein as an “Event Date”). Events shall be deemed to continue until the “Event Termination Date,” which shall be the following dates with respect to the respective types of Events: the date the Initial Shelf Registration continuously Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration Statement is declared effective under the Securities Act until in the earliest case of (i) two years after an Event of the Issue Date, type described in clause (ii) such shorter period ending when all Registrable ), the date the Registration Statement is declared effective under the Securities covered by Act or sales can be made pursuant to the Initial Shelf Registration have been sold Statement in the manner set forth and as contemplated case of an Event of the type described in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or clause (iii) and termination of the date upon which all Registrable Securities are resold Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(h) to be exceeded in the public pursuant case of the commencement of an Event of the type described in clause (iv). Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the respective Event Termination Date (an “Additional Interest Accrual Period”), the Company agrees to Rule 144 pay, as liquidated damages and not as a penalty, an amount (the “Effectiveness PeriodAdditional Interest Amount”); provided, howeverpayable on the Additional Interest Payment Dates to Record Holders of then outstanding Notes that are Registrable Securities or of then outstanding shares of Underlying Shares issued upon conversion of Notes that are Registrable Securities, that as the Effectiveness case may be, accruing, for each portion of such Additional Interest Accrual Period beginning on and including a Additional Interest Payment Date (or, in respect of the Initial Shelf Registration first time that the liquidation damages amount is to be paid to Holders on a Additional Interest Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on but excluding the first to occur of (A) the date of the end of the Additional Interest Accrual Period or (B) the next Additional Interest Payment Date, at a rate per annum equal to twenty five basis points (0.25%) for the first ninety (90) day period from the Event Date, and thereafter at a rate per annum equal to fifty basis points (0.5%) of the aggregate principal amount of such Notes or the aggregate Conversion Price of the shares of Underlying Shares (determined as of the Business Day immediately preceding the next Additional Interest Payment Date), as the case may be; provided, that in the case of an Additional Interest Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) of the preceding paragraph, such Additional Interest Amount shall be extended paid only to the extent required Notice Holders. Notwithstanding the foregoing, no Additional Interest Amounts shall accrue as to permit dealers any Registrable Security from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Additional Interest Amount with respect to comply with any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events requiring the payment by the Company of Additional Interest Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Interest Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Additional Interest Amount by the Company). The Trustee, subject to the applicable prospectus delivery requirements provisions of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything Indenture, shall be entitled, but shall not be obligated, on behalf of Holders of Notes or Underlying Shares, to seek any available remedy for the contrary in enforcement of this Agreement, at including for the payment of any timeAdditional Interest Amount. Notwithstanding the foregoing, the Issuers parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such Additional Interest Amount. Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. All of the Company’s obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations under this Agreement with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 8(k)). The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may delay be incurred by Holders of Registrable Securities by reason of the filing failure of any Initial the Shelf Registration Statement to be filed or delay declared effective or suspend available for effecting resales of Registrable Securities in accordance with the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawprovisions hereof.

Shelf Registration. The Issuers Company shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “"Initial Shelf Registration”"). The Issuers and the Guarantors Company shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “"Effectiveness Period”"); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Company may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 60 consecutive days or more than three (3) times during in any calendar year (each, a “"Shelf Suspension Period”"), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers applicable Issuer shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes for the applicable Series of Notes (the “Initial Shelf Registration”). The Issuers and the Guarantors Such Issuer shall use its commercially reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing DateRegistration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and applicable Issuer shall not permit any securities other than the Guarantors Registrable Notes of the applicable Series of Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The applicable Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to within 365 days of the Effectiveness first anniversary of the Issue Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) two date that is three years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided hereinherein and shall be subject to reduction to the extent that a Series of Notes, Exchange Notes or Private Exchange Notes, 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(k). Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers applicable Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive an aggregate of 90 days or more than three (3) times during in any calendar year (each, a “Shelf Suspension Period”), if the Boards Board of Directors of the Issuers determine Company determines reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards Board of Directors of the IssuersCompany, would be detrimental to the Issuers Company (or to the Parent Guarantors, if the Parent Guarantors’ guarantee of such Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.

Shelf Registration. The Issuers If at any time a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then the Company shall as promptly as practicable after the delivery of such Shelf Notice file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes (the “Initial Shelf Registration”). The Issuers and Following the Guarantors delivery of such Shelf Notice, the Company shall use its reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Issuers and Company shall not permit any securities other than the Guarantors Registrable Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). The Company shall use commercially its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of (i) date that is two years after from the Issue Date, (ii) Date or such shorter period ending when all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration or (iii) the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”); provided, however, that no Holder shall be entitled to be named as a selling securityholder in the Shelf Registration or to use the Prospectus forming a part thereof for resales of Registrable Notes unless such Holder has provided the Company, within five Business Days after receipt of a request therefor, with the information required by the first two paragraphs which follow Section 5(p), as applicable; and provided, further, however, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything herein and shall be subject to reduction to the contrary in this Agreement, at any time, the Issuers may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”), if the Boards of Directors of the Issuers determine reasonably and in good faith extent that the filing applicable provisions of any such Initial Shelf Registration Statement Rule 144(k) are amended or revised to reduce the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors of the Issuers, would be detrimental to the Issuers if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtwo year holding period set forth therein.

Shelf Registration. The Issuers Issuer shall promptly file file, no later than the Shelf Filing Date, with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities Notes not exchanged in the Exchange Offer (the “Initial Shelf Registration”"INITIAL SHELF REGISTRATION"). The Issuers and the Guarantors shall use reasonable best efforts to file with the SEC the Initial Shelf Registration on or prior to the Filing Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable Securities Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). No securities other than the Registrable Notes shall be included in the Initial Shelf Registration. The Issuers and the Guarantors Issuer shall use commercially its reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Shelf Effectiveness Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the earliest of date which is 90 days from the Shelf Effectiveness Date (i) two years after the Issue Date"SHELF EFFECTIVENESS PERIOD"), (ii) or such shorter period ending when (i) all Registrable Securities Notes covered by the Initial Shelf Registration have been sold in the manner set forth and as contemplated in the Initial Shelf Registration or, if applicable, or (ii) a Subsequent Shelf Registration covering all of the Registrable Notes covered by and not sold under the Initial Shelf Registration or (iii) an earlier Subsequent Shelf Registration has been declared effective under the date upon which all Registrable Securities are resold to the public pursuant to Rule 144 (the “Effectiveness Period”)Act; providedPROVIDED, howeverHOWEVER, that the Effectiveness Period in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything to the contrary in this Agreement, at any time, the Issuers Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of 60 an aggregate of 90 days in any consecutive days or more than three (3) times during any calendar year (each, a “Shelf Suspension Period”)twelve month period, if the Boards of Directors Managers of the Issuers Issuer determine reasonably and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Boards of Directors Managers of the IssuersIssuer, would be detrimental to the Issuers Issuer if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction or such action is required by applicable lawtransaction.