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Registrable Securities. With respect to such Exchange Offer Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

            (b) If (i) on or prior to the time the Exchange Offer is completed
existing law or Commission policy or interpretations are changed such that the
Exchange Notes received by holders, other than Restricted Holders in the
Exchange Offer in exchange for Registrable Securities are not or would not be,
upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 180 days
following the Closing Date or (iii) the Exchange Offer is not available to any
holder of the Notes, the Issuers shall, in lieu of (or, in the case of clause
(iii), in addition to) conducting the Exchange Offer contemplated by Section
2(a), file under the Securities Act on or prior to 30 business days after the
time such obligation to file arises, a "shelf" registration statement providing
for the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement"). The Issuers agree to use their reasonable best efforts (x) to cause
the Shelf Registration Statement to become or be declared effective by the
Commission no later than 90 days after such obligation to file arises and to
keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of (i) the second anniversary of the Effective Time or
(ii) such time as there are no longer any Registrable Securities outstanding;
provided, however, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming a part thereof for
resales of Registrable Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this clause (y) shall
relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Issuers in accordance with Section 3(d)(iii)
hereof. The Issuers further agree to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Issuers for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Issuers agree to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

            (c) In the event that (i) the Issuers have not filed the Exchange
Offer Registration Statement or Shelf Registration Statement on or before the
date on which such registration statement is required to be filed pursuant to
Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration
Statement or Shelf Registration Statement to become effec-