NEW NOTES REGISTRATION RIGHTS AGREEMENTS. Because such entities may be considered "underwriters" and therefore not entitled to an exemption for the resale of the New Notes (see Section VIII.B), certain named persons, and any person or entity that receives or is the transferee from the named persons of 10% or more of the aggregate face amount of the New Notes (with respect to each type of Note) distributed under the Plan and any such person's affiliates (the "Restricted Note Holders") will receive the benefit of registration rights agreements (the "New Notes Registration Rights Agreements"). The New Class A Registration Rights Agreement is substantially in the form of Exhibit J to the Plan, and the New Class B Registration Rights Agreement is substantially in the form of Exhibit K to the Pleadings. The New Notes Registration Rights Agreements will provide, among other things, and subject to the conditions provided therein, that (a) any Restricted Note Holder, with the written consent of the Restricted Holders of at least 40% of then unregistered Class A Notes or Class B Notes, as the case may be, held by Restricted Note Holders of such notes, respectively, that have not then been registered or become eligible for sale under SEC Rule 144, may serve a request on Jamboree LLC requesting it to prepare a registration statement for the Class A Notes or Class B Notes, as the case may be, and to use its best efforts to cause such registration statement for such notes to become effective within 90 days (or 180 days if it is the first registration) of the date of the demand notice and (b) if, after the Effective Date, Jamboree LLC proposes to register (with certain exceptions), Restricted Note Holders will be able to include their Class A Notes or Class B Notes in such registration, subject to certain limitations, in the event that Jamboree LLC's underwriter advises it that the inclusion of such Notes in an underwritten public offering is impracticable. The rights of the Restricted Note Holders under the New Notes Registration Rights Agreements will be subject to customary provisions regarding share limitations, suspension of registration rights, payment of expenses and indemnification. In addition, the New Notes Registration Rights Agreements will provide blackout periods with respect to certain registrations made under the New Equity Registration Rights Agreement, and, with respect to the New Class B Notes Registration Rights Agreement, under the New Class A Notes Registration Rights Agreement.
