Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold not later than 450 days following the Exchange Offer open for at least 20 Business Days Closing Date (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (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 consummated completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all 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 on or prior to the Consummation Datelater of 450 days (or if such 450th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) 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 (other than a Purchaser) 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(e)(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 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 Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Securities have Exchange Offer has not become Freely Tradable been completed on or before prior to the Free Trade Exchange Date, or (iii) any the Exchange Offer Registration Statement required by this Agreement Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter cease either be withdrawn by the Issuers or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00.50% thereafter for the remaining portion of the Registration Default Period, provided that commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate prior to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th 450th day after the Closing Date; provided that if ), (B) the Company receives such a request on or 450th day after the fifth Business Day immediately preceding Closing Date, in the Free Trade Date case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the restrictive legend on date that the Securities has not been removed Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the close relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of business on this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the fifth Business Day thereafterdefinition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall accrue as provided in this Section 2(b) until be the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective sole and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein exclusive remedy with respect to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timeRegistration Default.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th 365th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to After the last sentence consummation of this Section 2(aan Initial Public Offering, upon a written demand (each, “Shelf Demand”) of CIG (if it then is a Holder), the NBC Entities (if it then is a Holder) or the Securities have not become Freely Tradable on or before the Free Trade DateMajority Holders, the Company shall be required to file, on one and only one occasion, a Shelf Registration Statement with the Guarantors agree SEC to cover resales of the Transfer Restricted Securities. In that case, the Company will use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statementShelf Registration Statement as promptly as practicable, but in any event no later than the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits sixtieth 60th calendar day after receipt of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)Shelf Demand, (ii) cause the Exchange Shelf Registration Statement to become declared effective under the Securities ActAct as soon as practicable thereafter, but in any event no later than the one hundred twentieth 120th calendar day after the receipt of a Shelf Demand and (iii) commence maintain the Exchange Offer promptly after such Exchange effectiveness of the Shelf Registration Statement has become effective, during the Shelf Effectiveness Period (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”defined below). The Exchange Offer will be registered under Company agrees to use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act on and by the appropriate form and will comply with all applicable tender offer rules and regulations under provisions of Section 3 hereof to the Exchange Act. The Exchange Offer will be deemed extent necessary to have been “completed” only ensure that (A) if it is available for resales by the debt securities Holders of Transfer Restricted Securities entitled, subject to the terms and related guarantees received by holders other than Restricted Holders in conditions hereof, to the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under benefit of this Agreement and (B) conforms with the requirements of this Agreement and the Securities Act and the Exchange Act rules and without material restrictions under the blue sky or securities laws of a substantial majority regulations of the states of the United States of AmericaSEC promulgated thereunder as announced from time to time, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Shelf Effectiveness Period”) beginning when Exchange from the date the Shelf Registration Statement becomes effective until the date that the Notes have ceased to be Transfer Restricted Securities. The Company shall be deemed not have used its commercially reasonable efforts to keep the Shelf Registration Statement effective during the Shelf Effectiveness Period if it voluntarily takes any action that would result in Holders of Transfer Restricted Securities are first issued not being able to offer and sell such securities at any time during the Shelf Effectiveness Period, unless such action is (x) required by applicable law or otherwise undertaken by the Company in the Exchange Offer good faith and ending upon the earlier for valid business reasons (not including avoidance of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(aCompany’s obligations hereunder), including the acquisition or divestiture of assets, or (b), (cy) and (d) permitted by the second to the last paragraph of Section 3 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to the Shelf Registration Statement. (c) A Shelf Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that the Shelf Registration is not declared effective by the date specified in Section 2(a) (the “Target Registration Date”), the interest rate on the Transfer Restricted Securities will be increased by (i) 0.25% per annum for the Exchange Offer has not been consummated prior to first 90-day period immediately following the Consummation Date, Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Notes become freely tradable under the Securities have not become Freely Tradable Act, at which time the interest rate on or before the Free Trade DateTransfer Restricted Securities will revert to the original interest rate borne by such Transfer Restricted Securities. If the Shelf Registration Statement, or (iii) any Exchange Registration Statement if required by this Agreement is filed hereby, has been declared effective and declared effective, but shall thereafter cease either ceases to be effective or fail the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period (other than for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to reasons described in clauses (ix) through and (iiiy) of the last paragraph of Section 2(a) hereof), a “and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) (plus any time required in connection with updating the Shelf Registration Default,” and Statement in accordance with Section 10(a)(3) of the period during which a Registration Default has occurred and is continuingSecurities Act) in any 12-month period, then the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to interest rate on the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a Transfer Restricted Securities will be increased by 0.25% per annum rate of 0.25% for the first 90 days 90-day period immediately commencing on the 61st day (whether or not consecutive) in any 12-month period, which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period, and continue thereafter, in each case until the Shelf Registration Default PeriodStatement has again been declared effective or the Prospectus again becomes usable, at a per annum which time the interest rate of on the Transfer Restricted Securities will revert to the original interest rate borne by such Transfer Restricted Securities. Notwithstanding the foregoing, the maximum aggregate increase in the interest rate borne by the Transfer Restricted Securities pursuant to this Section 2(c) shall in no event exceed 0.50% for per annum. For the second 90 days avoidance of the Registration Default Perioddoubt, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required interest rate increase with respect to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on other securities of the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue Company, as a result of this Section 2(c). (d) Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Holders may obtain such relief as may be required to specifically enforce the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees obligations under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 30 days after such registration statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been validly tendered and not validly withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders holders, other than Restricted Holders Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not validly withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 210 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than 30 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a an additional registration statement or post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure filed and that is itself declared effectively promptly effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the outstanding Securities at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Company shall take, and shall cause the Guarantors each Guarantor to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange the Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act (except for the requirement to deliver a prospectus included in the Exchange Offer Registration Statement applicable to resales by certain broker-dealers of Exchange Securities received by them pursuant to the Exchange Offer) and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) Act. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that may legally be exchanged in the Exchange Offer and that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer eligible under Commission interpretations as of the date hereof to use such a prospectus for such resales and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 255 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities because of applicable law or Commission interpretations and, unless it is a Purchaser, such holder notifies the Company of such unavailability prior to the Consummation Date60th day following consummation of the Exchange Offer, the Company shall, in lieu of (iior, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use its reasonable best efforts to file under the Securities Act no later than the later of 90 days following the Closing Date and 45 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 (a) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof or (b) in the case of a Shelf Registration under clause (iii) above, require the Company to enable any holder not covered by such clause to use such prospectus. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded as promptly as practicable by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Following the cure of all Registration Defaults, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. accrual of Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedcease. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, within 210 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are will be substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company and the Guarantors agree to use commercially reasonable efforts to cause the Exchange Registration Statement to become be declared effective by the Commission under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agree, that upon request, they will (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee). (b) If (i) on or prior to the time the Exchange Offer is completed the Company determines, upon advice of outside counsel, that existing law or Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not within 270 days following the Closing Date and the Exchange Offer has not been consummated completed within 30 Business Days of such Effective Time or (iii) any holder of Registrable Securities notifies the Company prior to the Consummation 20th Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales, (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company or (D) it is an affiliate of the Company, then the Company and the Guarantors 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 no later than 30 days after the time such obligation to file arises (but no earlier than 210 days after the Closing Date), 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 Company and the Guarantors agree to use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 270 days after the Closing Date); provided, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company and the Guarantors shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company and the Guarantors agree to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding. 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. The Company and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to use commercially reasonable efforts 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 (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii). Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing Holders, the Company may suspend the use or the effectiveness of such Shelf Registration Statement which shall not exceed 45 days in any three-month period or 90 days in any twelve-month period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided that the Company shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective. (c) In the event that (i) the Company and the Guarantors have not filed the Shelf Registration Statement on or before the date on which such Shelf Registration Statement is required to be filed pursuant to Section 2(b), or (ii) the Securities have Exchange Registration Statement or Shelf Registration Statement has not become Freely Tradable effective or been declared effective by the Commission on or before the Free Trade Datedate on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or Section 2(b) is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein, including, with respect to any Shelf Registration Statement, during any applicable Suspension Period in accordance with the last sentence of Section 2(b)) without being succeeded immediately by a post-an additional or amended registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuingcontinuing until the Exchange Offer is completed or the Shelf Registration statement is declared effective, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00.50% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. accrual of Special Interest shall not accrue as a result of be the Company’s failure to provide a certificate sole and exclusive remedy available to the Trustee instructing the Trustee that the restrictive legend on the Holders of Registrable Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange for any Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereofDefault. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical Exchange Offer Registration Statement to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture become or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an be declared effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Closing Date. The Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold not later than 450 days following the Exchange Offer open for at least 20 Business Days Closing Date (or longer if required by applicable lawsuch 450th day is not a business day, the next succeeding business day) after (the date that notice of the “Exchange Offer is mailed Date”) and to holders of the Securities, (v) exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate Offer. The Issuers shall keep the Exchange Offer on open for a period of not less than the earliest practicable date after minimum period required under applicable United States federal and state securities laws to complete the Exchange Registration Statement has become effectiveOffer; provided, but however, that in no event later shall such period be less than 30 Business Days thereafter (such 30th Business Day being 20 business days after the “Consummation Date”). The date notice of the Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actis mailed to holders. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (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 consummated completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all 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 on or prior to the Consummation Datelater of 450 days (or if such 450th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) 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 (other than a Purchaser) 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(e)(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 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 Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Securities have Exchange Offer has not become Freely Tradable been completed on or before prior to the Free Trade Exchange Date, or (iii) any the Exchange Offer Registration Statement required by this Agreement Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter cease either be withdrawn by the Issuers or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00.50% thereafter for the remaining portion of the Registration Default Period, provided that commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate prior to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th 450th day after the Closing Date; provided that if ), (B) the Company receives such a request on or 450th day after the fifth Business Day immediately preceding Closing Date, in the Free Trade Date case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the restrictive legend on date that the Securities has not been removed Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the close of business on relevant Transfer Restricted Notes will be reduced to the fifth Business Day thereafteroriginal interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.paid in

Registration Under the Securities Act. (a) Subject The Companies and the Guarantors shall use their commercially reasonable efforts to file under the Securities Act within 90 days after the Issue Date 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”) and to use their commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon thereafter as practicable. The Companies and the Guarantors will also use their commercially reasonable efforts to keep such Shelf Registration Statement effective and available (subject to customary exceptions) until the later of (A) the date on which no broker-dealer making a market in the Exchange Securities is deemed to be an affiliate of the Companies and (B) the second anniversary of the Issue Date or such earlier 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 or an Affiliated Market Maker, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any Affiliated Market Maker or 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 Affiliated Market Maker or holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall (A) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the last Companies in accordance with Section 3(c)(ii) hereof or (B) require the Companies or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period. The Companies and the Guarantors 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 Companies and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Companies 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. Notwithstanding the foregoing, no broker-dealer that is an affiliate of the Companies shall be required to give notice within the time period specified in the first sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company ) in order to maintain its registration rights pursuant to this Section 2. The Companies and the Guarantors agree shall cause the Shelf Registration Statement to use all commercially reasonable efforts be declared effective by the date (the “Effectiveness Date”) that is 180 days from the Issue Date. (b) In lieu of a Shelf Registration, the Companies and the Guarantors may at their option file a registration statement with respect to notes having terms identical to the Senior Subordinated Exchange Notes (ithe “Substitute Notes”) in which the Companies offer to holders of Senior Subordinated Exchange Notes registered Substitute Notes in exchange for the Subordinated Notes. In such case, the Companies and the Guarantors must file under the Securities Act within 90 days after the Issue Date a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Companies and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to to, and represent the same underlying indebtedness as, the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the relevant Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Additional Interest contemplated in Section 2(b2(f) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Companies and the Guarantors further agree to use all commercially reasonable efforts to consummate the Exchange Offer no later than 30 business days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days, or longer, if required by the federal securities laws, and exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) U.S. states. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Companies having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Companies having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company Companies and the Guarantors shall cause the Exchange Offer Registration Statement to be declared effective and the Exchange Offer to be completed by the Effectiveness Date. The Companies agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (bc) If (i) the Companies and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Registrable Securities notifies the Companies prior to the 20th business day following consummation of the Exchange Offer that (A) such holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C) such holder is a broker-dealer and holds Registrable Securities acquired directly from the Companies or an affiliate of the Companies or is an Affiliated Market Maker, then the Companies and the Guarantors shall, in lieu of (or, in the case of clause (ii), in addition to) conducting the Exchange Offer contemplated by Section 2(b)), use commercially reasonable efforts to file under the Securities Act no later than the later of 30 days after the time such obligation to file arises, a Shelf Registration Statement and to use their commercially reasonably efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon thereafter as practicable. (d) On the date of consummation of the Exchange Offer, the Companies shall provide notice to the Trustee, as representative of the Noteholders, which notice shall state (i) that the Exchange Offer has not been consummated prior and the date of consummation; (ii) whether any holders of Registrable Securities did not participate in the Exchange Offer; and (iii) if any holders of Registrable Securities did not participate in the Exchange Offer, to the Consummation extent available to the Companies, the name, address and telephone number of each such holder who did not participate and the principal amount of Securities held by each such holder. Following the delivery of such notice, the Trustee shall be entitled, but in no way obligated, to contact each holder of Registrable Securities who did not participate in the Exchange Offer and, among other things, provide such holder with the information specified in clause (i) above. (e) Notwithstanding the foregoing, the Companies may issue a notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement for a period not to exceed 60 days in the aggregate in any twelve-month period (a “suspension period”) if (i) such action is required by applicable law; or (ii) due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the applicable registration statement not misleading (including for the avoidance of doubt, the pendancy of an acquisition, disposition or public or private offering by the Companies), and the Companies have a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of their obligations hereunder); provided that (x) the Companies promptly thereafter comply with the requirements of Section 3(d) hereof and (y) the required period of effectiveness for the Shelf Registration Period set forth in Section 2(b) hereof shall be extended by the number of days during which such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions. (f) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the Effectiveness Date, (ii) the Securities have Exchange Offer is not become Freely Tradable completed on or before the Free Trade Effectiveness Date, or (iii) or any Exchange Shelf Registration Statement required by this Agreement Section 2(a) or 2(c) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Companies or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special additional interest (“Special Additional Interest”), in addition to the Base Interest, shall accrue at a in an amount equal to $.05 per annum rate week per $1,000 principal amount of 0.25% Registrable Securities held by such holder for the first 90 days of the Registration Default Period. The amount of Additional Interest shall increase by an additional $.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, at up to a maximum amount of Additional Interest for all Registration Defaults of $.20 per annum week per $1,000 principal amount of Registrable Securities. Notwithstanding the foregoing, the interest rate of 0.50borne by the Notes shall not exceed 11.0% for per annum, except as otherwise specified in the second 90 days Indentures. To the extent the interest rate borne by any of the Registration Default PeriodSecurities exceeds 11.0% per annum, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required Companies may elect to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on such excess interest through the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result issuance of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafteradditional notes, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedIndentures. (cg) The Company Parent and the Companies shall take, and shall cause the Guarantors to take, all actions reasonably necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonably necessary or desirable advisable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (dh) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Companies and the Guarantors agree to use all their commercially reasonable efforts to (i) no later than the 366th day following the Closing Date, file under the Securities Act Act, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Companies and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Offer Registration Statement to become effective under the Securities Act, Act and (iii) commence no later than the 450th day following the Closing Date, cause the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)be completed. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Companies further agree to use commercially reasonable efforts to (i) commence the Exchange Offer promptly following the Effective Time of such Exchange Offer Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days (or longer if the Exchange Offer is extended or if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Registrable Securities in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) issue on or prior to 30 Business Days (or longer if required by the federal securities laws) after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Securities in exchange for the Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Companies having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company Companies and the Guarantors agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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 Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee). (b) If (i) prior to the time the Exchange Offer is completed existing law or Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 is not completed on or before the 450th day following the Closing Date, (iii) any Initial Purchaser so requests with respect to Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer, (iv) any holder (other than an Initial Purchaser) notifies the Companies prior to the 20th Business Day following the completion of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from a Company or an affiliate of a Company or, (v) in the case of any Initial Purchaser that participates in the Exchange Offer or otherwise acquires Exchange Securities under this Agreement, such Initial Purchaser does not receive freely tradeable Exchange Securities on the date of the exchange, it being understood that (A) the requirement that an Initial Purchaser deliver the prospectus contained in the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K under the Securities Act in connection with sales of Exchange Securities shall not result in such new securities being not “freely tradeable” and (B) the requirement that a participating broker-dealer deliver the prospectus contained in the Exchange Offer Registration Statement in connection with sales of Exchange Securities shall not result in such Exchange Securities being not “freely tradeable”; in the case of each of clauses (i), (ii), (iii), (iv) and (v), then the Companies and the Guarantors shall, in lieu of (or, in the case of clauses (iii), (iv) and (v), in addition to) conducting the Exchange Offer contemplated by Section 2(a), promptly as practicable file under the Securities Act, and in no event later than 60 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 Companies and the Guarantors agree to use commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after the filing obligation with respect to such Shelf Registration arises; provided, that if at any time the Companies are or become “well-known seasoned issuers” (as defined in Rule 405) and are eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Companies and the Guarantors shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Companies and the Guarantors agree to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective until the earlier of the first anniversary of the Effective Time and the date all notes covered by the Shelf Registration Statement have either been sold as contemplated by the Shelf Registration Statement or become freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions (the “Effectiveness Period”). 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. The Companies and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to use commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, taking any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Companies in accordance with Section 3(d)(iii). Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing Holders, the Companies may suspend the use or the effectiveness of such Shelf Registration Statement, or extend the time period in which it is required to file the Shelf Registration Statement, for a reasonable period of time but not in excess of (i) 30 consecutive days or more than three (3) times during any calendar year so long as all of the Securities cannot be sold pursuant to Rule 144 without limitation by non-affiliates of the Companies under clause (b) of Rule 144 and (ii) 60 consecutive days or more than three (3) times during any calendar year once all of the Securities can be sold pursuant to Rule 144 without limitation by non-affiliates of the Companies under clause (b) of Rule 144 (a “Suspension Period”) if the Parent Guarantor’s Board of Directors determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided that the Companies shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(b), (ii) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable completed on or before the Free Trade Date, 450th day following the Closing Date or (iii) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or Section 2(b) is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Companies or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein, including, with respect to any Shelf Registration Statement, during any applicable Suspension Period in accordance with the last sentence of Section 2(b)) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.00.50% thereafter for the remaining portion of the Registration Default Period; provided, provided however, that upon the exchange of the Exchange Securities for Securities tendered, or upon the effectiveness of the applicable Exchange Offer Registration Statement or Shelf Registration Statement which either failed to be, or had ceased to remain, effective, as applicable, Special Interest on the Securities in respect of which such Registration Default relates shall cease to accrue; provided, further, that no event Special Interest shall accrue on the Company Securities following the second anniversary of the Closing Date. Notwithstanding any other provisions of this paragraph, the Companies shall not be required obligated to pay Special Interest for more than one provided in this paragraph during a Suspension Period permitted by Section 2(b) hereof. Special Interest shall accrue and be payable only with respect to a single Registration Default at any given time. The , notwithstanding the fact that multiple Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives Defaults may exist at such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedtime. (cd) The Company Companies shall use commercially reasonable efforts to take, and shall cause the Guarantors to use commercially reasonable efforts to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the any Exchange Offer Registration Statement contemplated in Section 2(a) hereofor Shelf Registration Statement, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 365 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and any related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (b6(c), (c6(d) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable6(e). (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not within 365 days following the Closing Date and the Exchange Offer has not been consummated completed within 30 Business Days of such Effective Time or (iii) any holder of Registrable Securities notifies the Company prior to the Consummation 20th Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, then the Company 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 no later than 30 days after the time such obligation to file arises (but no earlier than 90 days after the Closing Date), 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 Company agrees to use all commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 180 days after the Closing Date); provided, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company agrees to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for such time as there are no longer any Registrable Securities outstanding. 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. The Company agrees, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to use all commercially reasonable efforts 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 (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish, or cause to be furnished, to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. The Company’s obligation to file a Shelf Registration Statement under clause (i) of this Section 2(b), to cause such Shelf Registration Statement to become and remain effective and to comply with its other undertakings in this Section 2(b) shall terminate upon the completion of the Exchange Offer pursuant to Section 2(a). (c) In the event that (i) the Company has not filed the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(b), or (ii) the Securities have Exchange Registration Statement or Shelf Registration Statement has not become Freely Tradable effective or been declared effective by the Commission on or before the Free Trade Datedate on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange Offer has not been completed within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or Section 2(b) is filed and declared effective, or becomes effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared or otherwise becoming effective; or (v) the Company requires holders to refrain from disposing of their Registrable Securities due to a postSuspension Event (as defined in Section 3(i)) to the extent that such period exceeds 45 days in any one instance or 90 days in the aggregate during any consecutive 12-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly month period (a “Suspension Period”) (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, and at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (ai) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date7(b) below, the Company shall prepare and the Guarantors agree to use all commercially reasonable efforts to (i) promptly file under the Securities Act a registration statement relating on Form S-3 or an amendment to an offer to exchange existing registration statement on Form S-3, either of which may include shares of the Premier Common Stock for resale by other Company shareholders (such registration statement, the “Exchange "Purchased Share Shelf Registration Statement,” "), registering the Purchased Shares for resale by the Purchaser and such offershall use its reasonable best efforts to cause the Purchased Share Shelf Registration Statement to be declared effective by the SEC as soon as practicable following the Expiration Date. (A) The Company shall use its reasonable best efforts to cause each installment of Contingent Shares, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities if any, issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities Purchaser pursuant to the terms of the Purchase Agreement and the related Guarantees, respectively (and are entitled Warrants to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been be registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated exercise of the Warrants. (B) Notwithstanding the foregoing, if there is a Suspension Event (as defined in Section 2(b7(b) below (such new debt securities are hereinafter called “Exchange Securities”)below) occurring at the time of issuance of any Contingent Shares, (ii) cause in lieu of delivering to the Exchange Registration Statement to become effective Purchaser Contingent Shares registered under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold Company may give notice to the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice Purchaser of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered Suspension Event and not withdrawn on or prior deliver to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Purchaser Contingent Shares issued without restriction registration under the Securities Act and the Exchange Act and without material restrictions under the blue sky file as soon as practicable thereafter a registration statement on Form S-3 or securities laws an amendment to an existing registration statement on Form S-3, either of a substantial majority which may include shares of the states of the United States of America, and (B) upon the earlier to occur of (1) Premier Common Stock for resale by the Company having exchanged stockholders (in each case, a "Contingent Share Shelf Registration Statement"), registering the Exchange Securities Contingent Shares for all outstanding Registrable Securities pursuant to resale by the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange OfferPurchaser. The Company shall use its reasonable best efforts to cause each Contingent Share Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter but in any event not later than 120 days after termination of the Suspension Event. (iii) The Company agrees to use its reasonable best efforts to keep the Purchased Share Shelf Registration Statement and the Guarantors agree any Contingent Share Shelf Registration Statement continuously effective (I) and to include in a Prospectus at all times meeting the Exchange Registration Statement a prospectus for use in any resales by any holder requirements of Exchange the Securities that is a broker-dealer and Act, including (IIS) to keep such Exchange Registration Statement effective 10(a)(3) thereof) for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on one year from the date on which of effectiveness of such Shelf Registration Statement (such period is referred to as the Securities become Freely Tradable"Shelf Period"). (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, pay all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated Expenses in Section 2(a) hereof. (d) Any reference herein to connection with a registration statement or prospectus as of any time shall be deemed pursuant to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timethis Agreement.

Registration Under the Securities Act. (a) Subject The Holders may submit one or more Registration Requests covering all or part of the Registrable Shares held by such Holders at any time and from time to time, subject to Section 2(b) and Section 3(p) hereof. Each Registration Request shall state the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade DateHolders whose Registrable Shares are to be registered, the Company number of Registrable Shares to be registered for each such Holder and the Guarantors agree intended plan of distribution thereof. The IRT Parties shall be deemed to use all commercially reasonable efforts have satisfied their obligation with respect to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for Request if a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered Registration Statement filed pursuant to an such Registration Request becomes effective registration statement under the Securities Act and do not contain provisions remains effective for the additional interest contemplated period required hereby. IRT agrees to use its reasonable best efforts (i) to file the Registration Statement as promptly as practicable but in Section 2(bany event by the 45th day after the demand therefor, if IRT is then eligible to use Form S-3 (or any successor or replacement forms) below (such new debt securities are hereinafter called “Exchange Securities”)with respect thereto, or the 90th day if IRT is not then so eligible, (ii) to cause the Exchange Registration Statement to become effective under the Securities Actbe declared effective, (iii) commence to keep the Exchange Offer promptly after such Exchange Registration Statement has become effective, continuously effective until the earlier of the time that all the Registrable Shares covered by the Registration Statement have been sold pursuant to the Registration Statement or termination of the Registration Statement pursuant to Rule 415 under the Securities Act (the “Effectiveness Period”) and (iv) hold cause the Exchange Offer open for at least 20 Business Days (Registration Statement and the related Prospectus and any amendment or longer supplement thereto not to contain any untrue statement of a material fact required to be stated therein or necessary to make the statements therein not misleading during the period that the Registration Statement is required to be effective. Nothing contained in this Agreement shall obligate IRT to effect an underwritten offering on behalf of the Holders of Registrable Shares. IRT further agrees to supplement or amend the Registration Statement and the related Prospectus if required by any applicable lawlaws, rules, regulations or instructions, and to use its reasonable best efforts to cause any such amendment to become effective and such Registration Statement and Prospectus to become usable as soon as thereafter practicable. IRT agrees to furnish to the Holders which are registering Registrable Shares copies of any such supplement or amendment promptly after its being used or filed with the SEC. (b) The Holders shall be entitled to (i) an unlimited number of registrations on Form S-3 or any successor or replacement forms with respect to any Registration Requests; (ii) if Form S-3 (or any successor or replacement form) is not available to be used by IRT with respect to a Registration Request, then a maximum of three registrations on any other form IRT is then eligible to use, and (iii) within six months after the date that notice termination of the Exchange Offer Advisory Agreement, and if IRT is mailed not then eligible to holders use Form S-3 (or any successor or replacement form), a single registration on such form as IRT is then eligible to use; provided, however, that the demand rights under clause (i) may only be exercised with respect to at least 20% of the SecuritiesRegistrable Shares, the demand rights under clause (vii) may only be exercised with respect to at least one-third of the Registrable Shares; and the demand right under clause (iii) may only be exercised by RAIT Parties and may only be exercised with respect to all of the Registrable Shares then held by the RAIT Parties; provided, further, that the Holders, collectively and as a group, shall not be permitted under any circumstances to exercise Demand Registration more than once in any consecutive six (6) month period and IRT shall not be obligated to effect any Demand Registration within six (6) months after the effective date of a previous Demand Registration; and provided, further, that IRT shall not be obligated to effect, or take any action to effect, a Registration Statement (i) during any lock-up period required by the underwriters in any Underwritten Offering conducted by IRT on its own behalf or on behalf of selling shareholders, or (ii) during the period commencing with the date IRT delivers a Registration Notice, and ending on the earlier of the date of the termination or delay of, or the date sixty (60) days after the effective date of a Registration Statement with respect to, an offering by IRT with respect to which IRT gave a Registration Notice and provided, further, however, that a Registration Request withdrawn by written notice from Holders holding a majority of the Registrable Shares included in such Registration Statement before the effectiveness of the relevant Registration Statement shall not be counted towards the maximum in clause (ii). In calculating the portion of the Registrable Shares to be registered under this clause (b), the total number of Registrable Shares shall equal the sum of the number of shares of Common Stock held by any Holder outstanding at the time of the delivery of the relevant Registration Request plus the Registrable Shares issuable upon the conversion or exchange Exchange Securities of outstanding securities held by any Holder for all Registrable Securities that have been properly tendered and not withdrawn on which such Holder has notified the IRT Parties at or prior to the expiration time of the Exchange Offer and (vi) consummate delivery of the Exchange Offer on relevant Registration Request of such Holder’s intention to convert or exchange such securities for Registrable Shares prior to the earliest practicable date after effectiveness of the Exchange Registration Statement has become effective, but to be filed in no event later than 30 Business Days thereafter response to such Registration Request. (such 30th Business Day being c) If IRT’s board of directors (or a committee thereof) approves the “Consummation Date”). The Exchange Offer will be registered offering of shares of Common Stock under the Securities Act for IRT’s account in an Underwritten Offering (excluding, without limitation, offerings on Form S-3 solely for dividend reinvestment and stock purchase plans, or secondary offerings, or the filing of shelf registration statements on any forms with the SEC that, in each case, do not name any underwriters, and other than offerings on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto) and other than pursuant to Section 2(a) hereof), IRT shall give written notice (a “Registration Notice”) of such approval to the Holders within two (2) Business Days after such approval. Each Holder agrees to keep the information relating to the Registration Notice confidential and, subject to Section 3(p) hereof, not to trade in any IRT securities until such information is publicly disclosed by IRT or IRT notifies such Holder that plans for such offering have been terminated or delayed. Once a Registration Notice is received by a Holder, then such Holder may request (the “Piggyback Request”) that IRT include in such registration Registrable Shares held by such Holder. The Piggyback Request shall specify the number of Registrable Shares proposed to be included in such registration (“Included Registrable Shares”) and shall be delivered to IRT within five (5) Business Days after receipt of the Registration Notice. Subject to IRT’s rights to reduce the number of Included Registrable Shares as set forth in this Section 2(c), a Holder may withdraw all or a portion of its Included Registrable Shares from the registration statement only (i) with the written consent of IRT, which shall be in IRT’s sole and complete discretion; or (ii) in the event that IRT exercises its rights to reduce the number of Included Registrable Shares and the reduction in the number of Included Registrable Shares exceeds 10% of the Included Registrable Shares, and provided that Holders exercising their withdrawal rights under clause (ii) shall provide notice to IRT within two (2) Business Days of receipt of the Allocation Notice. Any such withdrawal shall be by written notice to IRT. IRT shall use its best efforts to cause all such Included Registrable Shares to be included in such registration on the appropriate form same terms and will comply conditions as the Common Stock otherwise being sold in such registration; provided, however, that if the managing underwriter or underwriters advise IRT that, or in its or their view, the inclusion of all Included Registrable Shares requested to be included in such registration, together with shares sought to be included in such registration by Persons (“Pari Passu Persons”) with pari passu registration rights (“Pari Passu Shares”) would interfere with the successful marketing (including pricing) of the Common Stock proposed to be registered by IRT or would exceed the largest number of shares that can be sold without having an adverse effect on such offering, then the Registrable Shares to be included in such offering shall include the number of Registrable Shares that the managing underwriter or underwriters advises IRT can be sold without having such adverse effect, with such number to be allocated pro rata amongst the Holders and Pari Passu Persons who have requested participation in such offering based on (x) the number of Registrable Shares and Pari Passu Shares held by each such Holder or Pari Passu Person divided by (y) the aggregate number of Registrable Shares and Pari Passu Shares held by all applicable tender offer rules Holders and regulations Pari Passu Persons who have requested participation in such offering. IRT shall provide notice of any such allocation to the Holders and Pari Passu Persons participating in such offering (an “Allocation Notice”). Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, IRT shall determine for any reason either not to register or to delay registration of such shares, IRT may, at its election, give written notice of such determination to each holder of Included Registrable Shares and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Included Registrable Shares in connection with such registration (but not from its obligation to pay the expenses of such registration), without prejudice, however, to the rights of any Holder or Holders of Included Registrable Shares entitled to do so to request that such registration be effected as a registration statement pursuant to Section 2(c) of this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Included Registrable Shares, for the same period as the delay in registering such shares of Common Stock. No registration effected pursuant to this Section 2(c) shall relieve IRT of its obligation to effect any registration upon request under the Exchange Act. The Exchange Offer will Section 2(a), nor shall any registration hereunder be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities effected pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on ). IRT may require that each Holder who receives a Registration Notice enter into customary agreements with the date on which Underwriters in connection with the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Daterelated offering, (ii) the Securities have not become Freely Tradable on or before the Free Trade Dateincluding, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii)limitation, a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for customary lock-up agreement relating to any of such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), Holder’s Registrable Shares that are not included in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereofoffering. (d) Any reference herein The IRT Parties shall pay all Registration Expenses in connection with any Demand Registration or Piggyback Registration. Each Holder named as a selling stockholder in any Registration Statement shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to a registration statement the sale or prospectus as disposition of such Holder’s Registrable Shares pursuant to the Registration Statement. (e) Without limiting the remedies available to the RAIT Parties and the Holders, IRT acknowledges that any failure by it to comply with its obligations in connection with any Demand Registration or Piggyback Registration may result in material irreparable injury to the RAIT Parties or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any time shall such failure, the RAIT Parties or any Holder may obtain such relief as may be deemed required to include specifically enforce IRT’s obligations in connection with any document incorporated, Demand Registration or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timePiggyback Registration.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 255 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than the later of 30 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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, but who is eligible to be a holder under the Commission's rules, regulations or guidance at that time, 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, No Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the to Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedafter they cease to be Registrable Securities. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject The Company agrees to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act as soon as practicable, but in any event within 30 days after the Closing Date, a shelf registration statement relating 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; provided that such registration statement shall be an offer “automatic shelf registration statement,” as such term is defined in Rule 405 under the Securities Act, if the Company is eligible to exchange (such use automatic shelf registration statements at the time of filing. If the Shelf Registration Statement is not an automatic shelf registration statement, the Company agrees to use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective as promptly as possible, but in any event no later than 90 days after the Closing Date. Subject to the Company’s right to suspend use of the Shelf Registration Statement under Section 3(b), the Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective until the earlier of (i) the first anniversary of the Closing Date or (ii) such time as each of the Registrable Securities covered by the Shelf Registration Statement ceases to be a Registrable Security (as defined herein) (the “Exchange Effective Period”). (b) The Company further agrees that it shall cause the Shelf Registration Statement,” and such offer, the “Exchange Offer”related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, and as of the date of any such amendment or supplement, (i) any and to comply in all material respects with the applicable requirements of the Securities Act 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 (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders of the Registrable Securities seeking to sell Securities pursuant to such amendment or supplement, and to any other Holder, such number of copies as such Holders may reasonably request of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act or Securities Act filing otherwise publicly available through links on the Company’s website or in the Commission’s XXXXX database. If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during the Effective Period (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (c) Notwithstanding any other provision hereof, no Holder of Registrable Securities shall be entitled to include any of their Registrable Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company the Notice and Questionnaire and such other information in writing as the Company may reasonably request in writing for use in connection with the Shelf Registration Statement or Prospectus included therein. The Company shall issue one or more press releases through a like aggregate principal amount reputable national newswire service of debt securities issued its filing of (or intention to designate an automatic shelf registration statement as) the Shelf Registration Statement and of the anticipated filing date thereof. In order to be named as a selling securityholder in the Prospectus at the time it is first made available for use, each Holder must furnish the completed Notice and Questionnaire and such other information that the Company may reasonably request in writing, if any, to the Company in writing no later than the tenth Business Day prior to the effective date of the Shelf Registration Statement. (d) From and after the date the Shelf Registration Statement is initially effective, the Company shall, as promptly as is practicable after the date a proper Notice and Questionnaire is delivered, and in any event within (x) ten (10) Business Days after the date such Notice and Questionnaire is received by the Company or (y) if a Notice and guaranteed Questionnaire is so received during a Deferral Period, the later of the tenth (10th) Business Day after the date such Notice and Questionnaire is received by the GuarantorsCompany or the fifth (5th) Business Day after the expiration of such Deferral Period, (i) if required by applicable law, which debt securities and guarantees are substantially identical file with the Commission a post-effective amendment to the Securities 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 GuaranteesProspectus 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, respectively (and are entitled if the Company shall file a post-effective amendment to the benefits of a trust indenture that Shelf Registration Statement and such amendment is substantially identical not automatically effective, use commercially reasonable efforts to the Indenture cause such post-effective amendment to be declared or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an otherwise become effective registration statement under the Securities Act as promptly as is practicable; (ii) provide such Holder with as many copies of any documents filed pursuant to Section 2(d)(i) as such Holder may reasonably request in connection with the Securities covered by such Holder’s Notice and do not contain provisions for Questionnaire; and (iii) notify such Holder as promptly as practicable after the additional interest contemplated 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 Section 2(b) below clauses (such new debt securities are hereinafter called “Exchange Securities”i), (ii) cause the Exchange Registration Statement to become effective under the Securities Act, and (iii) commence above upon expiration of the Exchange Offer promptly Deferral Period in accordance with Section 3(b). 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 Shelf 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 Shelf Registration Statement was declared or otherwise become effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(d). (e) If any of the following events (any such event a “Registration Default”) shall occur, then additional interest (the “Additional Interest”) shall become payable by the Company to Holders in respect of the Notes as follows: (i) if the Shelf Registration Statement is not filed with the Commission within 30 days following the Closing Date (other than a Registration Default relating to a failure to file a Shelf Registration Statement with respect to the Shares), then commencing on the 31st day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.25% per annum for the first 90 days following such Exchange 30th day and at a rate of 0.5% per annum thereafter; or (ii) if the Shelf Registration Statement has not become or is not declared effective by the Commission within 90 days following the Closing Date (other than a Registration Default relating to a failure to have a Shelf Registration Statement effective with respect to Shares), then commencing on the 91st day after the Closing Date, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.25% per annum for the first 90 days following such 90th day and at a rate of 0.50% per annum thereafter; or (iii) if the Company has failed to perform its obligations set forth in Section 2(d) hereof within the time periods required therein, then, commencing on the first day after the date by which the Company was required to perform such obligations, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and for which a Holder has delivered a Notice and Questionnaire under Section 2(d) with respect to which the Company has failed to perform its obligations set forth in Section 2(d) hereof, at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; (iv) if the Shelf Registration Statement has become or been declared effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than a Registration Default relating to a failure to have a Shelf Registration Statement effective with respect to Shares or pursuant to Section 3(b) hereof), then, commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.25% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.50% per annum thereafter; or (v) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then, commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.50% per annum thereafter; provided, however, that the Additional Interest rate on the Notes shall not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum; provided further, however, that (1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), (3) upon the performance by the Company of its obligations set forth in Section 2(d) hereof (in the case of clause (iii) above), (4) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iv) hold above), (5) upon the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice termination of the Exchange Offer is mailed Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to holders be exceeded (in the case of the Securities, clause (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on above) or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B6) upon the earlier to occur of (1A) the Company having exchanged first anniversary of the Exchange Closing Date or (B) when the Notes are no longer Registrable Securities (in the case of each of clauses (i) – (v) above), Additional Interest on the Notes as a result of such clause, as the case may be, shall cease to accrue. Additional Interest on the Notes, if any, will be payable in cash on February 1 and August 1 of each year (the “Additional Interest Payment Date”) to holders of record of outstanding Notes that are Registrable Securities at the close of business on January 15 or July 15 (whether or not a Business Day), as the case may be, immediately preceding the relevant interest payment date in the manner and subject to the exceptions provided for the payment of regular interest on the Notes as set forth in the Indenture; provided that in the case of an event of the type described in clause (iii) above, such Additional Interest shall be paid only to the Holders of Restricted Securities. Following the cure of all outstanding Registration Defaults requiring the payment of Additional Interest to the Holders of Notes that are Registrable Securities pursuant to this Section, the Exchange Offer and accrual of Additional Interest will cease (2) without in any way limiting the Company having exchanged, pursuant to effect of any subsequent Registration Default requiring the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before payment of Additional Interest). Additional Interest will be computed on the expiration basis of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement 360-day year composed of the Exchange Offertwelve 30-day months. The Company shall notify the Trustee immediately upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the Guarantors enforcement of this Agreement, including for the payment of any Additional Interest. Notwithstanding the foregoing, the parties agree (I) to include in that the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective sole monetary damages payable for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier violation of the expiration terms of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With this Agreement with respect to such Exchange Registration Statement, such holders which additional monetary amounts are expressly provided shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors be as set forth in this Section 2(a) 2(e). Nothing shall cease on the date on which the preclude a Notice Holder or Holder of Registrable Securities become Freely Tradablefrom pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (ai) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date7(b) below, the Company shall prepare and the Guarantors agree to use all commercially reasonable efforts to (i) promptly file under the Securities Act a registration statement relating on Form S-3 or an amendment to an offer to exchange existing registration statement on Form S-3, either of which may include shares of the Premier Common Stock for resale by other Company shareholders (such registration statement, the “Exchange "Purchased Share Shelf Registration Statement,” "), registering the Purchased Shares for resale by the Purchaser and such offershall use its reasonable best efforts to cause the Purchased Share Shelf Registration Statement to be declared effective by the SEC as soon as practicable following the Expiration Date. (A) The Company shall use its reasonable best efforts to cause each installment of Contingent Shares, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities if any, issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities Purchaser pursuant to the terms of the Purchase Agreement and the related Guarantees, respectively (and are entitled Warrants to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been be registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for as soon as practicable after the additional interest contemplated exercise of the Warrants. (B) Notwithstanding the foregoing, if there is a Suspension Event (as defined in Section 2(b7(b) below (such new debt securities are hereinafter called “Exchange Securities”)below) occurring at the time of issuance of any Contingent Shares, (ii) cause in lieu of delivering to the Exchange Registration Statement to become effective Purchaser Contingent Shares registered under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold Company may give notice to the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice Purchaser of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered Suspension Event and not withdrawn on or prior deliver to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder Purchaser Contingent Shares issued without restriction registration under the Securities Act and the Exchange Act and without material restrictions under the blue sky file as soon as practicable thereafter a registration statement on Form S-3 or securities laws an amendment to an existing registration statement on Form S-3, either of a substantial majority which may include shares of the states of the United States of America, and (B) upon the earlier to occur of (1) Premier Common Stock for resale by the Company having exchanged stockholders (in each case, a "Contingent Share Shelf Registration Statement"), registering the Exchange Securities Contingent Shares for all outstanding Registrable Securities pursuant to resale by the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange OfferPurchaser. The Company shall use its reasonable best efforts to cause each Contingent Share Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter. (iii) The Company agrees to use its reasonable best efforts to keep the Purchased Share Shelf Registration Statement and the Guarantors agree any Contingent Share Shelf Registration Statement continuously effective (I) and to include in a Prospectus at all times meeting the Exchange Registration Statement a prospectus for use in any resales by any holder requirements of Exchange the Securities that is a broker-dealer and Act, including (IIS) to keep such Exchange Registration Statement effective 10(a)(3) thereof) for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on one year from the date on which of effectiveness of such Shelf Registration Statement (such period is referred to as the Securities become Freely Tradable"Shelf Period"). (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, pay all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated Expenses in Section 2(a) hereof. (d) Any reference herein to connection with a registration statement or prospectus as of any time shall be deemed pursuant to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timethis Agreement.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than the later of 30 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 Company agrees to use its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.250.5% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. Upon the cure of the Registration Default, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not no longer accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on and the Securities no longer applies unless will bear interest at the Company has received original rate; provided, however, that if, after any such cure, a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafterdifferent Registration Default occurs, then Special Interest shall again accrue as provided in this Section 2(b) until accordance with the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedforegoing provisions. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), . The Company and the Guarantors agree to use all commercially reasonable efforts (iii) to cause the such Exchange Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer Act as promptly as practicable after such Exchange Registration Statement has become effective, is filed and (ivii) hold to cause the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice to be completed within 365 days of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company further agrees to use all commercially reasonable efforts to (i) commence the Exchange Offer promptly (but no later than 10 Business Days) following the Effective Time of such Exchange Registration Statement, (ii) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee). (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 365 days after the Closing Date or (iii) any holder of Registrable Securities notifies the Company prior to the Consummation Date20th Business Day following the completion of the Exchange Offer that: (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales or (C) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a) (each of clause (i), (ii) and (iii), a “Shelf Registration Trigger Event”), file under the Securities Act no later than 90 days after the occurrence of any Shelf Registration Trigger Event, 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 Company and the Guarantors agree to use all commercially reasonable efforts to cause the Shelf Registration Statement to become or be declared effective as promptly as practicable after such Shelf Registration Statement is filed; provided, that if at any time the Company is or becomes a “well-known seasoned issuer” (as defined in Rule 405) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company and the Guarantors shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company and the Guarantors agree to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding. 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. The Company and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to use all commercially reasonable efforts 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 (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii). Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing Holders, the Company may suspend the use or the effectiveness of such Shelf Registration Statement, or extend the time period in which it is required to file the Shelf Registration Statement, for up to 30 consecutive days and up to 60 days in the aggregate, in each case in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided that the Company shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective. (c) In the event that (i) the Company and the Guarantors have not become Freely Tradable filed the Exchange Registration Statement or the Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) the Exchange Offer has not been completed within 365 days of the Closing Date or the Shelf Registration Statement has not been declared effective in accordance with Section 2(b), or (iii) the Exchange Offer has not been completed within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or Section 2(b) is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein including, with respect to any Shelf Registration Statement, during any applicable Suspension Period in accordance with the last sentence of Section 2(b)) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on all Registrable Securities then outstanding at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay . Special Interest for more than one shall accrue and be payable only with respect to a single Registration Default at any given time. The , notwithstanding the fact that multiple Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives Defaults may exist at such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedtime. (cd) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the any Exchange Registration Statement contemplated in Section 2(a) hereofor Shelf Registration Statement, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time time; and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all its commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and Act, do not contain restrictions on transfer, do not contain provisions for the additional interest contemplated in Section 2(b2(c) below below, do not contain provisions for the liquidated damages provided in Section 2(d) below, will bear a different CUSIP or ISIN number from the Notes, will not entitle their holders to registration rights, and will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Notes (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use its commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence Act within 365 days following the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed Company further agrees to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in use its commercially reasonable efforts to commence the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and promptly after the Exchange Act and without material restrictions under Registration Statement becomes effective, hold the blue sky or securities laws of a substantial majority Exchange Offer open for the period required by applicable law (including pursuant to any applicable interpretation by the staff of the states of the United States of AmericaCommission), but in any event for at least 10 business days, and (B) upon the earlier to occur of (1) the Company having exchanged exchange the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly validly tendered and not withdrawn before on or prior to the expiration of the Exchange Offer. If the Company commences the Exchange Offer, which shall the Company will be on a date that is at least 20 Business Days following entitled to close the Exchange Offer 30 days after the commencement thereof (or at the end of such shorter period permitted by applicable law; provided that such period shall not, in any case, be less than 10 business days), provided that the Company has accepted all the Securities validly tendered in accordance with the terms of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or and such time as such broker-dealers no longer own any Registrable Securities. With respect Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) such holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities, (iii) such holder is not an “affiliate,” as defined in Rule 405, of the Company, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities, (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and, that it will deliver a prospectus in connection with any resale of such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) Securities and (dvi) hereof. The obligations such holder is not acting on behalf of any person who could not truthfully make the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradableforegoing representations. (b) If (i) on or before the date of consummation of the Exchange Offer existing Commission interpretations are changed such that the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer 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 395 days following the Closing Date, (iii) any Initial Purchaser so requests with respect to Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following consummation of the Exchange Offer or (iv) any holder (other than an Initial Purchaser) shall be, and shall notify the Company that such holder is, not permitted by law or Commission policy to participate in the Exchange Offer or such holder may not resell the Exchange Securities acquired in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not available for such resales by such holder (other than, in either case, (x) due solely to the status of such holder as an affiliate of the Company within the meaning of Rule 405 or (y) due to such holder’s inability to make the representations set forth in the second paragraph of Section 2(a) hereof) and any such holder so requests, the Company shall, in lieu of (or, in the case of clauses (iii) and (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use its commercially reasonable efforts to file under the Securities Act as promptly as reasonably practicable, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities (or, in the case of clause (iii), the Registrable Securities held by the Initial Purchasers, or, in the case of clause (iv), by the holders referred to in clause (iv), as the case may be), pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company agrees to use its commercially reasonable efforts (x) to cause the Shelf Registration Statement to become effective within 365 days after the date on which the obligation to file such Shelf Registration Statement arises and to use its commercially reasonable efforts to cause such Shelf Registration Statement to remain effective for a period ending on the earlier of 365 days following the Effective Time or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or are distributed to the public pursuant to Rule 144 or, after the 90th day following the Effective Time, would be eligible for resale (if held by a non-affiliate of the Company) pursuant to Rule 144 without restriction on volume or manner of sale, if any; 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly following its filing with the Commission. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement (x) for up to an aggregate of 60 days in any consecutive 12 month period if (i) such action is required by applicable law or (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, or (y) with respect to a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, if such action occurs following the consummation of the Exchange Offer. (c) In the event that (i) the Exchange Registration Statement has not become effective or been declared effective by the Commission on or before 365 days following the Closing Date, or (ii) the Exchange Offer has not been consummated prior to within 395 days after the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Closing Date, or (iii) if a Shelf Registration Statement required to be filed under Section 2(b) hereof is not declared effective within 365 days following the date on which the obligation to file the Shelf Registration Statement arises, or (iv) if any Exchange Shelf Registration Statement required by this Agreement Section 2(b) hereof is filed and declared effective, but and during the period the Company is required to use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, (x) the Company shall thereafter have suspended the Shelf Registration Statement pursuant to Section 2(b) hereof for more than 60 days in the aggregate in any consecutive 12 month period and be continuing to suspend the availability of the Shelf Registration Statement or (y) the Shelf Registration Statement shall cease to be effective or fail (other than by action of the Company pursuant to be usable for its intended purpose the second paragraph of Section 2(b) hereof) without being succeeded replaced within 90 days by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and shelf registration statement that is itself filed and declared effectively promptly effective (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the respective Registrable Securities for the Registration Default Period (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at which rate shall increase by an additional 0.25% during each subsequent 90-day period, up to a per annum rate maximum of 0.50% for the second 90 days regardless of the number of Registration Defaults that shall have occurred and be continuing. Immediately following the cure of all Registration Defaults, the accrual of Special Interest will cease. A Registration Default Period, at a per annum rate of 0.75% for the third 90 days under clause (iii) or (iv) will be deemed cured upon consummation of the Exchange Offer in the case of a Shelf Registration Default Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period. (d) If during the Resale Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Exchange Offer Registration Default Period, provided that in no event shall Statement is suspended by the Company or ceases to be required to pay Special Interest for more than one Registration Default at effective such that any given time. The Registration Default Period shall terminate on the date on which broker-dealer that (i) receives Exchange Securities in the Securities become Freely Tradable or Exchange Offer and (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall is subject to prospectus delivery requirements cannot accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless fulfill such requirements, the Company has received shall, during the respective Resale Period, pay liquidated damages to such broker-dealers in an amount calculated in a request manner consistent with that specified above with respect to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedDefaults. (ce) The Company shall take, and shall cause the Guarantors to take, take all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees (if any) under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (df) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject The Company shall, prior to the last sentence later of this Section 2(a)(i) the Filing Deadline or (ii) the 45th day prior to the expiration of any resale restrictions pursuant to any bank regulatory obligation or agreement to which the Holders are subject, if file with the Commission a shelf Registration Statement on Form S-1 or such other form under the Securities have not become Freely Tradable on or before Act then available to the Free Trade DateCompany (a “Shelf Registration Statement”) relating to the offer and sale of the Registrable Securities by the Holders from time to time pursuant to Rule 415 in accordance with the methods of distribution elected by such Holders holding a majority of the Registrable Securities and set forth in such Shelf Registration Statement (such date, the Company and the Guarantors agree to “Filing Date”) and, thereafter, shall use all its commercially reasonable efforts to (i) file cause such Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing thereof, but no later than 90 calendar days following the Filing Date; provided, however, that the Company may, upon written notice to the Holders, postpone having the Shelf Registration Statement declared effective for a registration statement relating reasonable period not to an offer to exchange (such registration statementexceed 90 days if the Company possesses material non-public information, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all disclosure of the Securities for which would have a like aggregate principal amount of debt securities issued by material adverse effect on the Company and guaranteed by its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement (or any replacement Shelf Registration Statement) continuously effective until there are no longer any Registrable Securities outstanding; provided however, that if the Guarantorsregistration statement filed pursuant to this Section 2(a) shall be no longer effective for any reason, which debt securities and guarantees are substantially identical any of the Registrable Securities remain unsold, the Company will promptly file a new Shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company relating to such unsold Registrable Securities and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective no later than 90 calendar days following the related Guaranteesdate of filing, respectively (and are entitled will take all other action necessary or appropriate to permit the public offering and sale of the remaining Registrable Securities to continue as contemplated under the terms of this Agreement with respect to the benefits of a trust indenture that is substantially identical to expired Shelf Registration Statement. Notwithstanding the Indenture or is foregoing, if the Indenture and that Company has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement Shelf Registration Statement on Form S-1 under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (becomes eligible to use Form S-3 or such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become effective other short-form registration statement form under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Company may, upon 30 Business Days prior written notice to the Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement has become on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (ivsuch transfer pursuant to Rule 429, if applicable) hold unless any Holder registered under the Exchange Offer open for at least 20 initial Shelf Registration Statement notifies the Company within 15 Business Days (of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or longer if required by applicable law) after any short-form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the date that the Company receives the notice from such Holders requesting a delay. Any Shelf Registration Statement shall provide for the resale from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. (b) Following the later of (i) any registered public offering of securities of the Exchange Offer is mailed to holders of Company (including in accordance with Section 2(a)) or (ii) the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or 45th day prior to the expiration of any resale restrictions pursuant to any bank regulatory obligation or agreement to which the Exchange Offer and (vi) consummate Holders are subject, each Holder shall have the Exchange Offer right to cause the Company to file on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (Form S-1 or such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered other form under the Securities Act on then available to the appropriate form Company a registration statement (including a resale shelf registration statement) (a “Demand Registration Statement”) with respect to all or a portion of the Registrable Securities held by such Holder and will comply with all applicable tender offer rules its affiliates. Such Holder shall specify the amount of Registrable Securities to be included in such registration statement and regulations under the Exchange Actintended method(s) of distribution (which may include, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet). The Exchange Offer Company shall use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective under Securities Act no later than 90 calendar days following the date such Demand Registration Statement is filed with the Commission and to cause such Demand Registration Statement to remain effective for a period of at least 6 months following the effective date (or in the case of a shelf registration statement, it shall remain continuously effective until such time as there are no longer any Registrable Securities outstanding). Notwithstanding the first sentence hereof, the Company shall not be required to file and cause to become effective more than three (3) Demand Registration Statements, it being understood and agreed that a registration statement will be deemed to have been “completed” only not count as one of the permitted Demand Registration Statements (A) if the debt securities registration statement has not become effective, (B) if the registration statement has not remained effective until the earlier of when all Registrable Securities requested to be included therein by the requesting Holder and related guarantees received by holders other than Restricted Holders its affiliates are sold or the end of the six-month period described in the Exchange Offer preceding sentence, as the case may be, (C) if, after it has become effective, such registration statement becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental entity for any reason, unless such order or requirement is lifted and the registration statement becomes effective, (D) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with the offering and sale of Registrable Securities areunder such registration statement are not satisfied or waived, upon receiptor (E) if the requesting Holder and its affiliates are not able to register and sell at least 66.67% of the Registrable Securities requested to be included by such requesting Holder and its affiliates in such Demand Registration Statement. If any of the Registrable Securities covered by a Demand Registration are to be sold in an Underwritten Offering, transferable by each the requesting Holder shall have the right to select the managing underwriter(s) to administer the offering subject to the approval of the Company, which will not be unreasonably withheld. (c) If the Company proposes to file a registration statement on Form S-1 or such holder without restriction other form under the Securities Act and providing for the Exchange Act and without material restrictions under initial public offering of its shares of Common Stock (the blue sky or securities laws of a substantial majority “IPO Registration Statement”), the Company will notify each Holder in writing of the states of the United States of America, proposed filing and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) afford each Holder an opportunity to include in the Exchange IPO Registration Statement a prospectus for use all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any resales the IPO Registration Statement all or part of the Registrable Securities held by such Holder shall, within 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in the IPO Registration Statement. Any election by any holder of Exchange Holder to include any Registrable Securities that is a broker-dealer and (II) to keep such Exchange in the IPO Registration Statement effective for a period (will not affect the “Resale Period”) beginning when Exchange inclusion of such Registrable Securities are first issued in the Exchange Offer and ending upon Shelf Registration Statement until such Registrable Securities have been sold under the earlier of the expiration of the 180th day after the Exchange Offer has been completed or IPO Registration Statement; provided, however, that at such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statementof sale, such holders the Company shall have the benefit of right to de-register from the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of Shelf Registration Statement the Company and Registrable Securities sold pursuant to the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely TradableIPO Registration Statement. (b) If (i) The Company shall have the Exchange Offer has not been consummated prior right to terminate or withdraw the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange IPO Registration Statement required initiated by this Agreement is filed it and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until prior to the date on which (i) effectiveness of such registration whether or not any Holder has elected to include Registrable Securities in such registration; provided, however, the Company must provide each Holder that elected to include any Registrable Securities become Freely Tradable in such IPO Registration Statement prompt written notice of such termination or withdrawal. (ii) In the Exchange event the IPO Registration Statement has been is not declared effective and within 90 days following the Exchange Offer has been consummatedinitial filing of the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Company shall promptly provide a new written notice to the Holders giving them another opportunity to elect to include Registrable Securities in the pending IPO Registration Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described in clause (b) above. (ciii) The Company shall takehave the sole right to select the managing underwriter(s) for its initial public offering, and shall cause regardless of whether any Registrable Securities are included in the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange IPO Registration Statement contemplated in or otherwise. (iv) The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereofhereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. (v) The Company shall advise the Holders of the underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Securities to be included in the IPO Registration Statement pursuant to Section 2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements (not to exceed 180 days), custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations, warranties or indemnities to or agreements with the Company or the underwriters other than representations, warranties, indemnities or agreements regarding such Holder and such Holder’s intended method of distribution and other representations required by law or reasonably and customarily requested by the underwriters from selling shareholders; provided, further, that no Holder shall be required to make any representation or warranty or any agreement that is more extensive or burdensome than those made by other shareholders. The IPO Registration Statement shall include all Registrable Securities requested by the Holders to be included therein in accordance with Section 2(b). Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such IPO Registration Statement and to other holders having comparable registration rights (on a pro rata basis based on the total number of Registrable Securities then held by each such Holder or holder who is requesting inclusion). (vi) By electing to include the Registrable Securities in the IPO Registration Statement, the Holder of such Registrable Securities shall be deemed to have agreed not to effect any public sale or distribution of Securities of the Company of the same or similar class or classes of the Securities included in the IPO Registration Statement or any Securities convertible into or exchangeable or exercisable for such Securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, on terms no less favorable to the Holders than are applicable to the Company, the Company’s directors and officers, and the beneficial owners of 5% or more of the Common Stock, during such periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. (vii) If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s), delivered at least five Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (d) Any reference herein The Company represents and agrees that, unless it obtains the prior consent of the Holders or the consent of the managing underwriter(s) in connection with any Underwritten Offering of Registrable Securities, and each Holder represents and agrees that, unless it obtains the prior consent of the Company and any such underwriter, it will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 (an “Issuer Free Writing Prospectus”), or that would otherwise constitute a registration statement or prospectus “free writing prospectus,” as of defined in Rule 405, required to be filed with the Commission. The Company represents that any time shall be deemed to Issuer Free Writing Prospectus will not include any document incorporatedinformation that conflicts with the information contained in any Registration Statement or the related Prospectus, and any Issuer Free Writing Prospectus, when taken together with the information in such Registration Statement and the related Prospectus, will not include any untrue statement of a material fact or deemed omit to be incorporatedstate any material fact necessary in order to make the statements therein, therein by reference as in light of the circumstances under which they were made, not misleading. (e) The Company may suspend the use of the Prospectus for a period not to exceed 30 days in any 90 day period or an aggregate of 90 days in any 12 month period (such period, a “Suspension Period”) if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such time and any reference herein suspension, which notice need not specify the nature of the event giving rise to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timesuspension.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 75 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the applicable Indenture or is the such Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after but no later than 210 days following the date that notice of filing of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company and within the Guarantors set forth in this Section 2(a) shall cease on the date on which meaning of the Securities become Freely TradableAct and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer 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 consummated prior completed within 255 days following the date of filing of the Exchange Registration Statement or (iii) the Exchange Offer is not available to any holder of the Securities by reason of U.S. law or Commission policy (other than due solely to the Consummation Datestatus of such holder as an affiliate of the Company within the meaning of the Securities Act), the Company 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 as soon as practicable, but no later than the later of 75 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 210 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that (I) 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 (II) the Company shall be permitted to take any action that would suspend the effectiveness of a Shelf Registration Statement or result in holders covered by a Shelf Registration Statement not being able to offer and sell such Securities if (i) such action is required by law or (ii) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event, and (y) after the Effective Time of the Shelf Registration Statement, within 30 days following 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities have Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period; provided, provided however, that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as if the failure of the Company to comply with its obligations hereunder is a result of the Company’s failure of any of the holders, underwriters, Purchasers or placement or sales agents to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedfulfill their respective obligations hereunder. (cd) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to To the last sentence extent not prohibited by any applicable law or applicable interpretations of this the staff of the SEC and except in the circumstances contemplated by Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b)(i) hereof, the Company and the Guarantors agree to shall use all commercially its reasonable best efforts to (i) file under cause to be filed with the Securities Act a registration statement relating to SEC an Exchange Offer Registration Statement covering an offer to the Holders to exchange (such registration statement, all the “Registrable Notes for Exchange Registration Statement,” and such offer, Notes as soon as practicable following the “Exchange Offer”) any and all filing with the SEC of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions Company’s annual report on Form 20-F for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”)year ended December 31, 2009, (ii) cause the such Exchange Offer Registration Statement to become effective under the Securities ActAct as soon as practicable following filing with the SEC, and (iii) have such Registration Statement remain effective until the earlier of (A) 120 days after the closing of the Exchange Offer and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes. The Company shall use its reasonable best efforts to commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required Registration Statement is declared effective by applicable law) after the date that notice of SEC and to complete the Exchange Offer is mailed to holders not later than 60 days after such effective date. For purposes of the Securitiesthis Agreement, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities Notes for all outstanding Registrable Securities Notes (other than those held by Holders that are ineligible to participate in the Exchange Offer) pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer; provided, however, that the Company may, in its discretion, accept tenders of Registrable Notes for Exchange Notes subsequent to the date the Company consummates the Exchange Offer with respect to Registrable Notes tendered as of the date of initial consummation, and the Exchange Offer shall be deemed to have been consummated notwithstanding any such extension of the tender period. The Company shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be on a date that is period of at least 20 Business Days following from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Note not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; (iv) that any Holder electing to have a Registrable Note exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Note, together with the appropriate letters of transmittal, to the institution and at the address (located in New York City) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, in the manner specified in such notice. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (i) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under Securities Act) of the Company and (iv) if such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Registrable Notes that were acquired as a result of market-making or other trading activities, and that it will deliver, to the extent required by applicable law or regulation or SEC pronouncement, a Prospectus in connection with any resale of such Exchange Notes. As soon as practicable after the last Exchange Date, the Company shall: (i) accept for exchange Registrable Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes equal in principal amount to the principal amount of the Registrable Notes surrendered by such Holder. The Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. (b) In the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not permitted or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff of the SEC, or because the Exchange Notes received by Holders are not or would not be, upon receipt, transferable by each such holder without need for further compliance with Section 5 of the Securities Act (except for the requirement to deliver a Prospectus in connection with any resale by a Participating Broker-Dealer), (ii) the Exchange Offer is not for any other reason completed by September 30, 2010 or (iii) upon completion of the Exchange Offer any of the Initial Purchasers shall so request in connection with any offering or sale of Registrable Notes initially purchased by it pursuant to the Purchase Agreement, the Company shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Notes by the Holders thereof and to have such Shelf Registration Statement become effective under the Securities Act. If the Company receives reasonable advance notice that it will be required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding paragraph, the Company shall use its reasonable best efforts to file and have become effective under the Securities Act both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Notes and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes held by the Initial Purchasers after completion of the Exchange Offer. The Company and agrees to use its reasonable best efforts to keep the Guarantors agree (I) to include in the Exchange Shelf Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement continuously effective for a period of not less than 90 days with respect to the Registrable Notes or such shorter period that will terminate when all the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Resale Shelf Effectiveness Period”) beginning when Exchange Securities are first issued in ). The Company further agrees that during the Exchange Offer and ending upon Shelf Effectiveness Period it will supplement or amend the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such holders shall have Shelf Registration Statement or by the benefit Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Notes with respect to information relating to such Holder, and will use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the rights of indemnification and contribution set forth in Sections 6(a)case may be, (b), (c) and (d) hereofto become usable as soon as thereafter practicable. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior agrees to furnish to the Consummation Date, (ii) Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedSEC. (c) The Company shall take, and shall cause pay all Registration Expenses in connection with the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated registration provided in Section 2(a) and Section 2(b) hereof. Each Holder shall pay all transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Notes pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or becomes automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. Any obligation to file with the SEC a Shelf Registration Statement pursuant to Section 2(b) hereof will be deemed to be satisfied if the Company has previously filed a registration statement with the SEC that may be used without limitation or restriction for the purposes contemplated by Section 2(b) hereof. (de) Any reference herein In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, has not become effective under the Securities Act on or prior to a registration statement September 30, 2010, the interest rate on the Registrable Notes will be increased by 0.50% per annum until the Exchange Offer is completed or prospectus as of the Shelf Registration Statement, if required hereby, become effective under the Securities Act, at which time, if any, the increased interest shall cease to accrue. If the Shelf Registration Statement has become effective under the Securities Act and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (two suspensions not to exceed 30 days each in any 365-day period in the case of a suspension described in Section 3 hereof), then the interest rate on the Registrable Notes will be increased by 0.50% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again become effective under the Securities Act or the Prospectus again becomes usable, at which time the increased interest shall be deemed cease to include any document incorporatedaccrue; provided, or deemed however, that if the Prospectus ceases to be incorporated, therein usable because financial statements are required to be filed with the SEC and incorporated by reference as in the Shelf Registration Statement to comply with the undertaking of the Company pursuant to Item 512(a)(4) of Regulation S-K (or any successor provision), such time a suspension shall not be a suspension for purposes of the foregoing provision unless and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such timethe extent its duration exceeds 60 days.

Registration Under the Securities Act. (a) Subject to the last sentence of this (i) Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Guarantor and the Guarantors Trust agree to use all commercially their reasonable best efforts to (i) file under the Securities Act within 150 days after the Closing Date, a registration statement (the “Exchange Offer Registration Statement”) relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt capital securities issued by the Company Trust and guaranteed by the GuarantorsGuarantor and underlying junior subordinated deferrable interest debentures of the Guarantor, which debt securities capital securities, guarantee and guarantees debentures are substantially identical to the Securities Capital Securities, the Guarantee and the related GuaranteesDebentures, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has indentures which have been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest and additional distributions contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Guarantor and the Trust agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities ActAct within 180 days after the Closing Date and, in connection with the foregoing, (iiiA) commence the file all pre-effective amendments to such Exchange Offer promptly after Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement has to become effective, (ivB) hold the if applicable, file a post-effective amendment to such Exchange Offer open for at least 20 Business Days Registration Statement pursuant to Rule 430A under the Securities Act and (or longer if required by applicable lawC) after cause all necessary filings in connection with the date that notice registration and qualification of the Exchange Offer is mailed Securities to holders be made under the blue sky laws of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior such jurisdiction as are necessary to the expiration permit completion of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Offer. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Guarantor and the Trust further agree to use their reasonable best efforts to commence and complete the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Guarantor and the Trust having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Guarantor having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company Guarantor and the Guarantors Trust, agree (Ix) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities by a holder that is a broker-dealer, other than resales of Exchange Securities received by a broker-dealer pursuant to the Exchange Offer in exchange for Registrable Securities acquired by such broker-dealer directly from the Trust, and (IIy) to keep such the Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of (i) either (a) the expiration of the 180th day after the Exchange Offer has been completed or (b) in the event the Guarantor and the Trust have at any time notified any broker-dealers pursuant to Section 3(f)(iii) hereof, the day beyond the 180th day after the Exchange Offer has been completed that reflects an additional period of days equal to the number of days during all of the periods from and including the dates the Guarantor and the Trust give notice pursuant to Section 3(f)(iii)(F) hereof to and including the date when broker-dealers receive an amended or supplemented prospectus necessary to permit resales of Exchange Securities or to and including the date on which the Guarantor and the Trust give notice that the resale of Exchange Securities under the Exchange Offer Registration Statement may resume or (ii) such time as such broker-dealers no longer own any Registrable Securities. With respect to such registration statement, each broker-dealer that holds Exchange Registration Statement, such holders Securities received in an Exchange Offer in exchange for Registerable Securities not acquired by it directly from the Guarantor shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) 6 hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical in all material respects to the Securities and the related Guarantees, respectively (and which are entitled to the benefits of a trust indenture that which is substantially identical in all material respects to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do will not contain provisions for the additional interest contemplated in by Section 2(b2(c) below hereof or provisions restricting transfer (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) cause . The Company will require each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Registration Statement Offer to represent that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, that at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and that it is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act. The Company agrees to use its reasonable best efforts to cause such registration statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest Act as soon as practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange the Exchange Securities for all Registrable Securities that have been validly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders (other than Restricted Holders Holders) in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky Blue Sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Exchangeable Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ii) to include in the Exchange Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statementregistration statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If In the event that (i) on or prior to the consummation of the Exchange Offer existing Commission interpretations are changed such that the Exchange Securities received by holders (other than Restricted Holders) in the Exchange Offer 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 consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade 240th day after the Closing Date or (iii) the Exchange Offer is not available to any holder of Registrable Securities, the Company 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 as soon as practicable a "shelf" registration statement providing for the registration of, and the resale on a continuous or delayed basis by the holders of, all of the Registrable Securities (or, in the case of clause (iii), of the holders referred to in such clause (iii)), pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause the Shelf Registration to become or be declared effective as soon as practicable after the Closing Date and to keep such Shelf Registration continuously effective for a period ending on the earlier of the second anniversary of the initial effective date of registration statement relating to the Shelf Registration or such time as all of the Registrable Securities registered on such Shelf Registration have been sold pursuant to thereto. The Company further agrees to supplement or make amendments to the Shelf Registration, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the holders of the Registrable Securities copies of any such supplement or amendment prior to its being used and/or filed with the Commission. (c) In the event that (i) the Company has not filed the registration statement relating to the Exchange Offer (or, if applicable, the Shelf Registration) on or before the 90th day after the Closing Date, or (ii) such registration statement (or, if applicable, the Shelf Registration) has not become effective or been declared effective by the Commission on or before the 210th day after the Closing Date, or (iii) the Exchange Offer has not been completed within 30 business days after the initial effective date of the registration statement (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement registration statement required by this Agreement Section 2(a) or 2(b) is filed and declared effective, effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” "), then the per annum interest rate of the Securities as set forth in the Securities shall increase by 0.5% during the first 90-day period following the occurrence of the Registration Default, and the per annum interest rate on the Securities will increase by an additional 0.5% for each subsequent 90-day period during which a any Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject remains in effect up to the provisions of Section 8(b), special a maximum additional interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% 1%, for the first 90 days period from and including the date of occurrence of the Registration Default Period, to but excluding such date as no Registration Default is in effect (at a per annum which time the interest rate will be restored to its initial rate). In the event that the interest rate of 0.50% for the second 90 days of the Registration Default PeriodSecurities is so increased, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at shall promptly notify the Trustee of such increase, including any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective subsequent increase, and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date beginning and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedending dates therefor. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable its best efforts to (i) file under the Securities Act no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by of the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and which are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “"Exchange Securities”), (ii") for any or all of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 90 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to commence and complete the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ii) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is a broker-dealer and (IIii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, registration statement the Company and any such holders holder shall have the benefit of of, and shall each provide to the other, the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If prior to the consummation of the Exchange Offer existing Commission interpretations are changed such that the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, in lieu of conducting the Exchange Offer contemplated by Section 2(a) the Company shall file under the Securities Act 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 under the Securities Act and/or any similar rule that may be adopted by the Commission (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause the Shelf Registration to become or be declared effective no later than 90 days after the Closing Date and to keep such Shelf Registration continuously effective for a period ending on the earlier of the third anniversary of the Closing Date or such time as there are no longer any Registrable Securities outstanding. The Company further agrees to supplement or make amendments to the Shelf Registration, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the holders of the Registrable Securities copies of any such supplement or amendment prior to its being used and/or filed with the Commission. (c) In the event that (i) the Company has not filed the registration statement relating to the Exchange Offer (or, if applicable, the Shelf Registration) on or before the 60th day after the Closing Date, or (ii) such registration statement or, in lieu thereof, the Shelf Registration, has not become effective or been declared effective by the Commission on or before the 90th day after the Closing Date, or (iii) the Exchange Offer has not been consummated prior completed within 45 days after the initial effective date of the registration statement (if the Exchange Offer is then required to the Consummation Date, (iibe made) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iiiiv) any Exchange Registration Statement registration statement required by this Agreement Section 2(a) or 2(b) is filed and declared effective, effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as specifically permitted herein) without being succeeded promptly by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special then interest will accrue (“Special Interest”), in addition to the Base Interestoriginal issue discount and any stated interest on the Securities) at the rate of 0.5% per annum on the Accreted Value (as defined in the Indenture) of the Securities (or after November 1, 2001, on the principal amount of the Securities), determined daily (calculated on the same basis as Accreted Value of or interest on the Securities, as the case may be, shall accrue at a per annum rate of 0.25% be calculated) for the first 90 days period from the occurrence of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the until such time as no Registration Default Periodis in effect (after which time no such special interest will accrue). Such special interest (the "Special Interest") will be payable in cash semi-annually in arrears on each May 1 and November 1 in accordance with the Indenture. In addition, at a per annum rate of 0.75% for in the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided event that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has not been consummated. Special Interest shall completed or, if applicable, the Shelf Registration has not accrue as a result of become effective or been declared effective by the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee Commission on or after before the 380th 135th day after the Closing Date; provided that if , then the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close per annum rate of business on the fifth Business Day thereafter, Special Interest shall accrue increase by an additional 0.5%, and Special Interest will be paid at such increased rate until such time as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and Company completes the Exchange Offer or, if applicable, the Shelf Registration has become or been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereofdeclared effective. (d) Any reference herein In the event that either of the Purchasers shall not have sold all of the Securities initially purchased by it pursuant to the Purchase Agreement within 60 days after the Closing Date and such Purchaser requests on the business day following the expiration of such 60- day period that the Company register a resale of such unsold Securities, the Company shall file under the Securities Act as soon as practicable after receipt of such request a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as on the appropriate form covering a resale of such time unsold Securities (the "Resale Registration") and any reference herein will use its reasonable best efforts to any post-effective amendment to a cause such registration statement or to become effective under the Securities Act as promptly as practicable and to keep such registration statement continuously effective pursuant to Rule 415 under the Securities Act and/or any prospectus supplement as similar rule that may be adopted by the Commission for a period of any time shall be deemed up to include any document incorporated, or deemed to be incorporated, therein by reference as of such time30 days.

Registration Under the Securities Act. (a) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company If FBS and the Guarantors agree to use all commercially reasonable efforts to (i) Trust file under the Securities Act a registration statement relating pursuant to Section 2(a) of the Capital Securities Exchange and Registration Rights Agreement, then FBS and the Trust agree, jointly and severally, to include in such registration statement an offer to exchange (such registration statementthe "Exchange Offer") the Guarantee for a new guarantee of FBS to be extended pursuant to a new guarantee agreement to be entered into by FBS and the Property Trustee for the benefit of holders of the Exchange Securities (as defined below), the “Exchange Registration Statement,” Registrable Securities, if any, and such offerthe Securities, if any (the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors"New Guarantee Agreement"), which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been will be qualified under the Trust Indenture Act), such new guarantee to be substantially identical to the Guarantee except that they have been it will relate to the Exchange Securities, the Registrable Securities, if any, and the Securities, if any, and it will be registered pursuant to an effective registration statement under the Securities Act and do such new guarantee will not contain provisions for restricting transfer in the additional interest contemplated in Section 2(b) below absence of registration under the Securities Act (such new debt securities are guarantee hereinafter called “"Exchange Guarantee"). Such registration statement shall also relate to, and the consummation of the Exchange Offer shall be conditioned upon the consummation of, an offer to exchange the Debentures for substantially identical debentures of FBS pursuant to the Debenture Exchange and Registration Rights Agreement (the "Exchange Debentures") and to an offer to exchange the Securities for substantially identical capital securities of the Trust pursuant to the Capital Securities Exchange and Registration Rights Agreement (the "Exchange Securities”"). FBS and the Trust agree, (ii) jointly and severally, to use their reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest Act as soon as practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Actform. The Exchange Offer will shall be deemed to have been “completed” only (A) if completed upon the debt securities and related guarantees received by holders other than Restricted Holders in completion of the exchange of the Exchange Offer Guarantee for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, Guarantee pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If FBS and the Trust file a "shelf" registration statement pursuant to section 2(b) of the Capital Securities Exchange and Registration Rights Agreement without also filing a registration statement pursuant to Section 2(a) thereof, then such "shelf" registration statement shall provide for the registration of the Guarantee (the "Shelf Registration"). The Shelf Registration shall also provide for the registration of the Debentures pursuant to the Debenture Exchange and Registration Rights Agreement and for the registration of and the sale on a continuous or delayed basis by the holders of, all of the Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission pursuant to the Capital Securities Exchange and Registration Rights Agreement. FBS and the Trust agree, jointly and severally, to use their reasonable best efforts to cause the Shelf Registration to become or be declared effective and to keep such Shelf Registration continuously effective for a period ending on the earlier of (A) the third anniversary of the Issue Date or (B) the later of (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the such time as there are no longer any Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable outstanding or (ii) as required under the Debenture Exchange and Registration Statement has been declared effective Rights Agreement. FBS and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure Trust further agree, jointly and severally, to provide a certificate supplement or make amendments to the Trustee instructing Shelf Registration, as and when required by the Trustee that rules, regulations or instructions applicable to the restrictive legend on registration form used by FBS and the Trust for such Shelf Registration or by the Securities no longer applies unless the Company has received a request to do so by a holder of Securities Act or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date rules and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedregulations thereunder for shelf registration. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, incorporated therein by reference as of such time the applicable Effective Time and any reference herein to any post-post effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, incorporated therein by reference as of a time after such timeEffective Time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree Issuer agrees to use all its commercially reasonable efforts to (i) file or cause to be filed under the Securities Act Act, as soon as practicable, but no later than on or before July 31, 2020, a registration statement relating to an offer offers to exchange (such registration statement, the “A/B Exchange Offer Registration Statement,” ”, and such offeroffers, the “A/B Exchange OfferOffers”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the GuarantorsGuarantor, which debt securities and guarantees are guaranties will be substantially identical to the Securities and the related GuaranteesGuaranty, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called called, collectively, the “A/B Exchange Securities”), (ii) . The Issuer agrees to use its commercially reasonable efforts to cause the A/B Exchange Offer Registration Statement to become effective by the Commission under the Securities Act as soon as practicable, but no later than August 31, 2020. The A/B Exchange Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Act, (iii) . The Issuer further agrees to use its commercially reasonable efforts to commence the A/B Exchange Offer Offers promptly after such Exchange Registration Statement has become effectivedeclaration of effectiveness, (iv) hold the Exchange Offer open for at least 20 Business Days (and in any case issue, on or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securitiesbefore September 30, (v) exchange 2020, A/B Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the A/B Exchange Offers. Each holder of Registrable Securities who wishes to exchange such Registrable Securities for A/B Exchange Securities in, and in accordance with the terms of, the A/B Exchange Offers will be required to make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the A/B Exchange Offer and (vi) consummate Registration Statement, the Issuer shall promptly commence the A/B Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effectiveOffers, but in no event later than 30 Business Days thereafter (such 30th Business Day it being the “Consummation Date”). The objective of such A/B Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only Offers that each holder (A) if the debt securities and related guarantees received by holders other than a Restricted Holders Holder) electing to participate in the A/B Exchange Offer for Registrable Offers will receive A/B Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The A/B Exchange Offers shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the A/B Exchange Securities for all outstanding Registrable Securities pursuant to the A/B Exchange Offer Offers and (2ii) the Company Issuer having exchanged, pursuant to the A/B Exchange OfferOffers, A/B Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the A/B Exchange OfferOffers, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the A/B Exchange OfferOffers. The Company and the Guarantors agree Issuer agrees (Ix) to include in the A/B Exchange Offer Registration Statement a prospectus for use in any resales by any holder of A/B Exchange Securities that is a broker-dealer and (IIy) to keep such A/B Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when A/B Exchange Securities are first issued in the A/B Exchange Offer Offers and ending upon the earlier of the expiration of the 180th day after the A/B Exchange Offer has Offers have been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such A/B Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated on or prior to the Consummation Datetime the A/B Exchange Offers are completed, existing Commission interpretations are changed such that the debt securities or the related guaranties received by holders other than Restricted Holders in the A/B Exchange Offers for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Securities A/B Exchange Offers have not become Freely Tradable been completed on or before the Free Trade DateSeptember 30, 2020 or (iii) any holder notifies the Issuer prior to 20 days after the consummation of the A/B Exchange Offers that (A) based on the advice of counsel, due to a change in law or Commission policy it may not resell the A/B Exchange Securities acquired by it in the A/B Exchange Offers to the public without delivering a prospectus and the prospectus contained in the A/B Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (B) it is a purchaser and owns Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer or (C) on or prior to the consummation of the A/B Exchange Offers existing laws, regulations and/or applicable Commission interpretations have been changed such that the holders of at least a majority in aggregate principal amount of the Registrable Securities would not be able to resell the A/B Exchange Securities acquired by them in, and in accordance with the terms of, the A/B Exchange Offers to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, the Issuer shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the A/B Exchange Offers contemplated by Section 2(a), use its commercially reasonable efforts to file or cause to be filed or amend or supplement an existing “shelf” registration statement under the Securities Act 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”) no later than September 30, 2020 or 30 days after such obligation to file arises; provided, however, that the Issuer shall not be required to file a Shelf Registration Statement or amend or supplement an existing Shelf Registration Statement during any statutory or self-imposed blackout period. The Issuer agrees to use its commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 60 days after such filing was required to be made hereunder and (y) to keep such Shelf Registration Statement continuously effective for a period of one year (or, if shorter, the period after which Rule 144(d) generally becomes available to non-affiliates of the Issuer) from the effective date of the Shelf Registration Statement (subject to extension pursuant to Sections 2(d) and 3(h)); provided, however, that the Issuer shall not be obligated to keep the Shelf Registration Statement effective during any statutory or self-imposed blackout period; provided further, 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. The Issuer further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by this Agreement the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly after its being used or promptly following its filing with the Commission. (c) If (i) the A/B Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not filed and on or before July 31, 2020, (ii) the A/B Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not declared effectiveeffective by the Commission on or before August 31, 2020, (iii) the A/B Exchange Offers are not completed on or before September 30, 2020, (iv) a Shelf Registration Statement, or an amendment or supplement thereof, required to be filed is not filed on or before the date specified above for such filing, (v) a Shelf Registration Statement, or an amendment or supplement thereof, otherwise required to be filed is not declared effective on or before the date specified above for effectiveness thereof or (vi) a Shelf Registration Statement, or an amendment or supplement thereof, is declared effective but shall thereafter cease thereafter, subject to certain exceptions, ceases to be effective or fail usable (whether due to be usable for its intended purpose without being succeeded by a post-effective amendment stop order or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly otherwise) in connection with resales of Registrable Securities during the period specified in Section 2(b) above (each such event referred to in clauses (i) through (iii)vi) above, a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for in the case of a Registration Default referred to in clause (i), (ii) or (iii) above, the interest rate on all Registrable Securities or, in the case of a Registration Default referred to in clause (iv), (v) or (vi) above, the interest rate on the Registrable Securities to which such Registration Default relates, will increase by 0.25% per annum with respect to each 90-day period that passes until all such Registration Defaults have been cured, up to a maximum amount of 1.00% per annum (“Additional Interest”); provided, however, that such Additional Interest will cease to accrue at the later of (i) the date on which the Securities become freely transferable pursuant to Rule 144 and (ii) the date on which the J.X. Xxxxxx Corporate Emerging Markets Bond Index (CEMBI) is modified to permit the inclusion of freely transferable securities that have not been registered under the Securities Act. Upon the cure of any such Registration Default, the interest rate borne by the Registrable Securities shall be reduced thereafter by the full amount of any such increase or increases that resulted from such Registration Default. The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the holders, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record holder entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. (d) Any A/B Exchange Offer Registration Statement pursuant to Section 2(a) and any Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that, if after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is subject to the provisions of Section 8(b)any stop order, special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Default PeriodStatement will be deemed not to have been effective for such Securities during the period it was so subject, at a per annum rate until the offering of 0.50% for the second 90 days of the such Securities pursuant to such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in Statement may legally resume. In no event shall the Company Issuer be required deemed to pay Special Interest for more than one be in breach of its obligations under the second paragraph of Section 2(b) nor shall a Registration Default at any given time. The Registration Default Period shall terminate on the date on which described in Section 2(c)(vi) be deemed to have occurred (i) as a result of any action required by applicable law which renders the Securities become Freely Tradable Issuer unable to comply with the Commission disclosure requirements or (ii) if compliance with its obligations under this Agreement to maintain the Exchange effectiveness of, supplement or amend any Registration Statement, upon advice of U.S. counsel to the Issuer, would require additional disclosure of material non-public information by the Issuer or its subsidiaries as to which, and so long as, the Issuer or its subsidiaries has a bona fide business purpose in preserving its confidentiality; provided, however, that the maximum period of time during which the Issuer shall be entitled to postpone the effectiveness, supplementing or amending of any Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure pursuant to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or clause (ii) of this paragraph shall be 45 calendar days; provided, further, that (x) upon the Exchange exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement Statement, the Issuer shall give the holders prompt written notice of such exercise and an approximation of the anticipated length of such postponement and (y) after the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall not, within six months of the expiration of any such postponement, exercise again its right of postponement under clause (ii) of this paragraph. The holders hereby acknowledge that any notice given by the Issuer pursuant to this paragraph may constitute material non-public information and that the United States securities laws prohibit any person who has been declared effective and material non-public information about a company from purchasing or selling securities of the Exchange Offer has been consummatedcompany or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (ce) The Company Issuer shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to cause the Guaranty to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees registered under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (df) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, a single registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” and " and, such offer, the “an "Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are will be substantially identical to such Securities tendered by the Securities and the related Guarantees, respectively holders (and are will be entitled to the benefits of a trust indenture that is will be substantially identical to the Indenture or is the Indenture and that has been will be qualified under the Trust Indenture Act), except that they such new debt securities will have been registered pursuant to an effective registration statement under the Securities Act Act, will not be subject to transfer restrictions or registration rights and do will not contain be entitled to the benefit of provisions for the additional interest Liquidated Damages contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 210 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable efforts to commence and complete the Exchange Offer will promptly, but no later than 45 Business Days after the date on which the Exchange Registration Statement has become effective, to hold the Exchange Offer open for at least 30 days and to exchange the Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer shall be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities that are properly tendered and not withdrawn pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b5(a), (c), (d) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Company determines that the Exchange Registration Statement is not available or the Exchange Offer may not be consummated because it would violate applicable law or the applicable interpretations of the staff of the Commission, (ii) the Exchange Offer has not been consummated prior to completed within 210 days plus 45 Business Days following the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, Closing Date or (iii) in the opinion of counsel for the Purchasers, under applicable law or the applicable interpretations of the staff of the Commission, the Purchasers are not entitled to tender Securities in the Exchange Offer or must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offering or sale of Registrable Securities, the Company shall, in lieu of conducting the Exchange Offer contemplated by Section 2(a) hereof, use its reasonable efforts to file under the Securities Act, as soon as practicable 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 Company agrees to use its reasonable efforts to cause the Shelf Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to become or be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and to keep such Shelf Registration Statement continuously effective for a period ending on the Exchange Offer has been consummated. Special Interest shall not accrue as a result earlier of the Company’s failure second anniversary of the Closing Date or, if Rule 144(k) is amended to provide a certificate shorter restrictive period, such shorter period (the "Rule 144(k) Holding Period") or 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 furnishes to the Trustee instructing the Trustee that the restrictive legend on Company in writing, within 20 days after receipt of a request therefor, such information with respect to such Electing Holder required under Regulation S-K under the Securities no longer applies unless Act as the Company has received a may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. No Electing Holder shall be entitled to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if Liquidated Damages pursuant to Section 2(c) hereof unless and until such Electing Holder shall have used its reasonable efforts to provide all such reasonably requested information. Each Electing Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company receives all information required to be disclosed in order to make the information previously furnished to the Company by such a request on Electing Holder not materially misleading. The Company further agrees to supplement or after make amendments to the fifth Business Day immediately preceding Shelf Registration Statement, as and when required by the Free Trade Date rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the restrictive legend on Company agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly after its being used following its filing with the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedCommission. (c) The Company shall takeagrees to pay liquidated damages (the "Liquidated Damages") upon the occurrence of any of the following events (each such event, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under a "Liquidated Damages Event"): (i) if the Exchange Registration Statement contemplated in Section 2(a) hereof.or Shelf Registration Statement is not filed within 120 days following the Closing Date, then commencing on the 121st day after the Closing Date, Liquidated Damages shall accrue on the Securities over and above the otherwise applicable interest rate at a rate of 0.25% per year; or (dii) Any reference herein if an Exchange Registration Statement or Shelf Registration Statement is filed and is not declared effective within 210 days following the Closing Date, then commencing on the 211th day after the Closing Date, Liquidated Damages shall accrue on the Securities over and above the otherwise applicable interest rate at a rate of 0.25% per year; or (iii) if either (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to a registration statement 45 Business Days after the date on which the Exchange Registration Statement was declared effective, or prospectus as of (B) the Shelf Registration Statement has been declared effective, but such Shelf Registration Statement ceases to be effective at any time (I) prior to the expiration of the Rule 144(k) Holding Period and (II) while Registrable Securities are outstanding, then Liquidated Damages shall be deemed to include any document incorporatedaccrue on the Securities over and above the otherwise applicable interest rate at a rate of 0.25% per year commencing on the (x) 46th Business Day after such effective date, in the case of (A) above, or deemed (y) the day the Shelf Registration Statement ceases to be incorporatedeffective, therein by reference as in the case of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.(B) above;

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act no later than 45 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal liquidation preference and amount of debt securities issued by preferred shares of the Company and guaranteed by the Guarantors, which debt securities and guarantees of the Company which are substantially identical to the Securities Preferred Shares and the related GuaranteesNotes, respectively respectively, (and and, in the case of the debt securities, which are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), ) except that they have been registered pursuant to an effective registration statement under the Securities Act and do such new preferred shares and debt securities will not contain provisions for the additional interest dividends and additional interest, respectively, contemplated in Section 2(b2(c) below or provisions restricting transfer in the absence of registration under the Securities Act (such new preferred shares and debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement such registration statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest Act as soon as practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to commence the Exchange Offer promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and Exchange Securities for all Registrable Securities that have been tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ii) to include in the Exchange Registration Statement registration statement a prospectus for use in connection with any resales by any holder of Exchange Securities that is a broker-dealer and (IIii) to keep such Exchange Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th 90th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, registration statement the Company and any such holders holder shall have the benefit of of, and shall each provide to the other, the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) Section 6 hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If on or prior to the consummation of the Exchange Offer existing Commission interpretations are changed such that the Exchange Securities received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, in lieu of conducting the Exchange Offer contemplated by Section 2(a) the Company shall file under the Securities Act 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 under the Securities Act and/or any similar rule that may be adopted by the Commission (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause the Shelf Registration to become or be declared effective and to keep such Shelf Registration continuously effective for a period ending on the earlier of the third anniversary of the Closing Date or such time as there are no longer any Registrable Securities outstanding. The Company further agrees to supplement or make amendments to the Shelf Registration, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the holders of the Registrable Securities copies of any such supplement or amendment prior to its being used and/or filed with the Commission. (c) In the event that (i) the Company has not filed the registration statement relating to the Exchange Offer (or, if applicable, the Shelf Registration) on or before the 45th day after the Closing Date, or (ii) such registration statement (or, if applicable, the Shelf Registration) has not become effective or been declared effective by the Commission on or before the 120th day after the Closing Date, or (iii) the Exchange Offer has not been consummated prior completed within 30 business days after the initial effective date of the registration statement (if the Exchange Offer is then required to the Consummation Date, (iibe made) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iiiiv) any Exchange Registration Statement registration statement required by this Agreement Section 2(a) or 2(b) is filed and declared effective, effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (except as specifically permitted herein) without being succeeded promptly by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”"), then, as liquidated damages for such Registration Defaultapplicable, subject to the provisions of Section 8(b), special interest either (“Special Interest”), i) dividends will accumulate (in addition to the Base stated dividends on the Preferred Shares) at the rate of 0.25% per annum on the liquidation preference of the Preferred Shares or (ii) interest will accrue (in addition to the stated interest on the Notes) at the rate of 0.25% per annum on the principal amount of the Notes, in each case for the period from and including the occurrence of the Registration Default until such time as no Registration Default is in effect. Such additional dividends (the "Special Dividends") will be payable quarterly in arrears on February 1, May 1, August 1 and November 1 in accordance with the Certificate of Designations, and such additional interest (the "Special Interest") will be payable semi-annually in arrears on each February 1 and August 1 in accordance with the Indenture. For each 90-day period that the Registration Default continues, shall accrue at a the per annum rate of Special Dividends or Special Interest, as applicable, shall increase by an additional 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period%, provided that such rate shall in no event shall exceed 1.0% per annum in the Company aggregate. Special Dividends or Special Interest, if any, will be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate computed on the date on which (i) basis of a 365 or 366 day year, as the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective case may be, and the Exchange Offer has been consummated. Special Interest shall not accrue as a result number of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereofdays actually elapsed. (d) Any reference herein Notwithstanding any other provisions of this Agreement, in the event that the Notes are issued in exchange for the Preferred Shares prior to a registration statement the time when there are no outstanding Registrable Securities, then from the time of such exchange (i) all references in this Section 2 and Section 3 to Securities, Registrable Securities and Exchange Securities shall not include the Preferred Shares or prospectus as of any time shall be deemed to include any document incorporated, or deemed the preferred shares to be incorporatedissued in exchange therefor in the Exchange Offer, therein as applicable, and (ii) all requirements for action to be taken by reference as the Company in or pursuant to this Section 2 and Section 3 shall apply only to the Notes and the debt securities to be issued in exchange therefor in the Exchange Offer; PROVIDED, HOWEVER, that if the Preferred Shares are accumulating Special Dividends at the time of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement exchange of Preferred Shares for Notes, the Notes shall upon their issuance accrue Special Interest at the same per annum rate as the per annum rate of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of the Special Dividends at such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like Accreted Value and aggregate principal amount at maturity of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture (or is the Indenture Indenture) and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(d) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to consummate the Exchange Offer no later than 30 Business Days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days, or longer, if required by the federal securities laws, and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Company is not (A) required to file the Exchange Offer Registration Statement or (B) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Registrable Securities notifies the Company prior to the 20th Business Day following consummation of the Exchange Offer that (A) such holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C) such holder is a broker-dealer and holds Registrable Securities acquired directly from the Company or an affiliate of the Company, then the Company shall, in lieu of (or, in the case of clause (ii), in addition to) conducting the Exchange Offer contemplated by Section 2(a) hereof, use all commercially reasonable efforts to file under the Securities Act, no later than the later of 30 days after the time such obligation to file arises (but no earlier than 90 days after the Closing Date), 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 Company agrees to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after such filing obligation arises (but no earlier than 180 days following the Closing Date) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 (A) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof or (B) require the Company to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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) Notwithstanding the foregoing, the Company may issue a notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement for a period not to exceed 60 days in the aggregate in any twelve-month period (a “suspension period”) if (i) such action is required by applicable law; or (ii) due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the applicable registration statement not misleading (including for the avoidance of doubt, the pendency of an acquisition, disposition or public or private offering by the Company), and the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder); provided that (x) the Company promptly thereafter complies with the requirements of Section 3(d) hereof and (y) the required period of effectiveness for the Shelf Registration Period set forth in Section 2(b) hereof shall be extended by the number of days during which such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions. (d) In the event that (i) the Company has 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) hereof, respectively, or (ii) the Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b) hereof, respectively, or (iii) the Exchange Offer has not been consummated prior within 60 Business Days after the initial effective date of the Exchange Offer Registration Statement relating to the Consummation Date, Exchange Offer (iiif the Exchange Offer is then required to be made) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b)9(b) hereof, special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a on the Registrable Securities in an amount equal to $.05 per annum rate week per $1,000 principal amount of 0.25% the average Accreted Value (during such week) of such Registrable Securities for the first 90 days of the Registration Default Period, at a . The amount of Special Interest shall increase by an additional $.05 per annum rate of 0.50% for the second 90 days week per $1,000 principal amount of the average Accreted Value (during such week) of such Registrable Securities with respect to each subsequent 90-day period until all Registration Default PeriodDefaults have been cured, at up to a per annum rate maximum amount of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one all Registration Default at any given time. The Registration Default Period Defaults of $.20 per week per $1,000 principal amount of the average Accreted Value (during such week) of such Registrable Securities. (e) Any Special Interest due pursuant to Section 2(d) hereof shall terminate on the date on which be, (i) if such Special Interest accrued on or prior to the Securities become Freely Tradable or Full Accretion Date, added to the Accreted Value of each Registrable Security, and (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. if such Special Interest shall not accrue as a result of accrued after the Company’s failure to provide a certificate Full Accretion Date, payable in cash, in each case, semi-annually on each May 1 and November 1 (to the Trustee instructing the Trustee that the restrictive legend holders of record on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day April 15 and October 15 immediately preceding such dates), commencing with the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, first such date occurring after such Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedcommences to accrue. (cf) The Company shall take, and shall cause the Guarantors to take, take all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (dg) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a3 Except as set forth in Section 2(b) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Datebelow, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.pursuant

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated prior to completed within 225 days following the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, Closing Date or (iii) the Exchange Offer is not available to any Exchange Registration Statement required by this Agreement is filed and declared effectiveholder of the Securities, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly the Company shall, in lieu of (each such event referred to or, in clauses (i) through the case of clause (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (ito) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and conducting the Exchange Offer has been consummatedcontemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 30 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"). Special Interest The Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 30 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall not accrue be entitled to be named as a result 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 Company’s failure Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to provide take any action reasonably necessary to enable such holder to use the prospectus forming a certificate 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 Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this accordance with Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.3(d)(iii)

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 75 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the applicable Indenture or is the such Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after but no later than 210 days following the date that notice of filing of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Statement. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees guarantee received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company and within the Guarantors set forth in this Section 2(a) shall cease on the date on which meaning of the Securities become Freely TradableAct and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantee received by holders other than Restricted Holders in the Exchange Offer 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 consummated prior completed within 255 days following the date of filing of the Exchange Registration Statement or (iii) the Exchange Offer is not available to any holder of the Securities by reason of U.S. law or Commission policy (other than due solely to the Consummation Datestatus of such holder as an affiliate of the Company within the meaning of the Securities Act), the Company 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 as soon as practicable, but no later than the later of 75 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 210 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that (I) 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 (II) the Company shall be permitted to take any action that would suspend the effectiveness of a Shelf Registration Statement or result in holders covered by a Shelf Registration Statement not being able to offer and sell such Securities if (i) such action is required by law or (ii) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event, and (y) after the Effective Time of the Shelf Registration Statement, within 30 days following 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities have Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period; provided, provided however, that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as if the failure of the Company to comply with its obligations hereunder is a result of the Company’s failure of any of the holders, underwriters, Purchaser or placement or sales agents to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedfulfill their respective obligations hereunder. (cd) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 150 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than the later of 30 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 30 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such (v) the transactions contemplated by the Exchange Registration Statement that cures such or the Shelf Registration Statement shall have been consummated but for whatever reason (other than due to the failure of a holder to perform any act in accordance with the provisions of this Agreement or due to a change in law) the Exchange Securities or the Securities sold pursuant to the effective Shelf Registration Statement are not designated by the same CUSIP and that is itself declared effectively promptly ISIN Numbers as the $400,000,000 8.625% Senior Notes due 2008 previously issued by the Company and outstanding on the date hereof or are otherwise not fungible therewith (each such event referred to in clauses (i) through (iiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company Issuers and the Guarantors agree to use all commercially reasonable efforts file with the Commission, on or prior to (i) file 90 days after the Closing Date an exchange offer registration statement on the appropriate form under the Securities Act a registration statement relating with respect to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company Issuers and guaranteed by the Guarantors, which debt securities and guarantees Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest Special Interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause . The Issuers and the Exchange Registration Statement Guarantors agree to become effective under the Securities Act, (iii) commence use all commercially reasonable efforts to have the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold declared effective by the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn Commission on or prior to 180 days after the expiration of Closing Date, which may be extended for an additional 90 days if the sole reason for the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effectivenot becoming declared effective is the result of the failure of the Issuers to obtain necessary approvals of applicable Gaming Authorities; provided, but in no event later than 30 Business Days thereafter (that during such 30th Business Day being extension the “Consummation Date”)Issuers shall continue to use their commercially reasonable efforts to obtain such approvals. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers and the Guarantors will (i) commence the Exchange Offer promptly; and (ii) use all commercially reasonable efforts to (A) hold the Exchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (B) exchange Exchange Securities for all Entitled Securities that have been properly tendered and not withdrawn promptly following the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (Ai) if the debt securities Exchange Securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Entitled Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, America and (Bii) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Entitled Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Company Issuers and the Guarantors agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a brokerBroker-dealer Dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers Dealers no longer own any Registrable Entitled 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 subsections 6(a), (bc), (cd) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradablee). (b) If (i) on or prior to the time the Exchange Offer is completed the Issuers and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Entitled Securities notifies the Issuers prior to the 20th Business Day following consummation of the Exchange Offer that (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (C) it is a Broker-Dealer and owns Securities acquired directly from the Issuers or an affiliate of the Issuers, then the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (B), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use all commercially reasonable efforts to file with the Commission on or prior to 30 days after such filing obligation arises (but no earlier than 90 days after the Closing Date), 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 Entitled 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”) to cover resales of the Entitled Securities by the Electing Holders who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement. If obligated to file the Shelf Registration Statement, the Issuers and the Guarantors will use all commercially reasonable efforts to cause the Shelf Registration Statement be declared effective by the Commission on or prior to 90 days after such Shelf Registration Statement filing obligation arises (but no earlier than 180 days after the Closing Date). The Issuers and the Guarantors agree to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Entitled Securities outstanding. 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 Entitled Securities unless such holder is an Electing Holder. The Issuers and the Guarantors agree, after the Effective Time of the Shelf Registration Statement and promptly upon the request of any holder of Entitled Securities that is not then an Electing Holder, to use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Entitled Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder), provided, however, that nothing in this sentence 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). Notwithstanding anything to the contrary in this Section 2(b), upon notice to the Electing Holders, the Issuers may suspend the use or the effectiveness of such Shelf Registration Statement, or extend the time period in which it is required to file the Shelf Registration Statement, for up to 30 consecutive days and up to 60 days in the aggregate, in each case in any 12-month period (a “Suspension Period”) if the Board of Directors of the Issuers determines that there is a valid business purpose for suspension of the Shelf Registration Statement; provided that the Issuers shall promptly notify the Electing Holders when the Shelf Registration Statement may once again be used or is effective (c) In the event that (i) the Issuers and the Guarantors have not filed the Exchange Offer Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”), or (iii) the Exchange Offer has not been consummated prior completed within 30 Business Days of the Effectiveness Target Date with respect to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, Exchange Offer Registration Statement or (iiiiv) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.Section

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture Mortgage or is the Indenture Mortgage and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest liquidated damages contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received in the Exchange Offer by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed, existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated within 225 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than 30 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 Company agrees to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation DateCommission. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Company, the Company may allow the Shelf Registration Statement to fail to be effective and usable as a result of such nondisclosure for up to 60 days during the two year period of effectiveness required by Section 2 hereof, but in no event for any period in excess of 30 consecutive days. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest liquidated damages (“Special Interest”"Liquidated Damages"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for will be (1) with respect to the first 90 days 90-day period immediately following the occurrence of the first Registration Default PeriodDefault, at a an amount equal to $0.05 per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a week per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder $1,000 principal amount of Securities or outstanding; and (2) an additional $0.05 per week per $1,000 principal amount of Securities with respect to each subsequent 90-day period, up to a maximum amount of Liquidated Damages for all Registration Defaults of $0.20 per week per $1,000 principal amount of Securities outstanding, to and including the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the first week in which all Registration Defaults have been cured, but only so long as any Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummatedare Registrable Securities. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuer and, if applicable, the Guarantors shall use their reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the last sentence of this Section 2(a)Holders to exchange all the Registrable Securities for Exchange Securities, if provided that the Securities have not become Freely Tradable on or before the Free Trade Date, the Company Issuer and the Guarantors agree shall not be obligated to use all commercially reasonable efforts cause to (i) file under be filed separate Exchange Offer Registration Statements covering the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Registrable Securities and the Other Securities that are registrable securities (as such term is defined in the registration rights agreement related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActOther Securities), except that they and (y) have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Registration Statement to become and remain effective under until 180 days after the Securities Actlast Exchange Date for use by one or more Participating Broker-Dealers. Unless not permitted by applicable law or SEC policy, (iii) the Issuer and, if applicable, the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. After the Exchange Offer Registration Statement has become effective, (iv) hold the Issuer and, if applicable, the Guarantors shall commence the Exchange Offer open by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days (or longer if required by applicable law) after from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that notice any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuer and, if applicable, the Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer is mailed it has no arrangement or understanding with any Person to holders participate in the distribution (within the meaning of the SecuritiesSecurities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (v3) exchange it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Escrow Issuer, the Company or, if applicable, any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities. As soon as practicable after the last Exchange Date, the Issuer and, if applicable, the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities that have been properly tendered or portions thereof so accepted for exchange by the Issuer and not withdrawn on or prior issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the expiration principal amount of the Registrable Securities tendered by such Holder. The Issuer and, if applicable, the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and (vi) consummate shall comply with the applicable requirements of the Securities Act, the Exchange Offer on the earliest practicable date after Act and other applicable laws and regulations in connection with the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Offer. The Exchange Offer will shall not be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under subject to any conditions, other than that the Exchange Act. The Offer does not violate any applicable law or applicable interpretations of the Staff. (b) In the event that (i) the Issuer and, if applicable, the Guarantors determine that the Exchange Offer will Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be deemed completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders be exchanged in the Exchange Offer Offer, the Issuer and, if applicable, the Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities areby the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, upon receiptor be entitled to use the prospectus forming a part of such Shelf Registration Statement, transferable until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Issuer as is contemplated by each such holder without restriction under Section 3(b) hereof, and provided further that the Securities Act Issuer and the Exchange Act Guarantors shall not be obligated to cause to be filed separate Shelf Registration Statements covering the Registrable Securities and without material restrictions under the blue sky or Other Securities that are registrable securities laws of (as such term is defined in the registration rights agreement related to the Other Securities). In the event that the Issuer and, if applicable, the Guarantors are required to file a substantial majority Shelf Registration Statement pursuant to clause (iii) of the states preceding paragraph, the Issuer and, if applicable, the Guarantors shall use their reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the United States of AmericaExchange Offer. The Issuer and, and (Bif applicable, the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, except during any Blackout Period permitted by Section 3(d) upon hereof, until the earlier to occur of (1i) the Company having exchanged date when the Exchange Securities cease to be Registrable Securities and (ii) one year following the date when such Shelf Registration Statement becomes effective (the “Shelf Effectiveness Period”). The Issuer and, if applicable, the Guarantors further agree to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested in writing by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Issuer and, if applicable, the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Issuer and, if applicable, the Guarantors shall pay all outstanding Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. If a Registration Default occurs, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of the definition thereof, when the Exchange Offer is completed, (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange case of a Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, Default under clause (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or clause (iii) any Exchange of the definition thereof, when the Shelf Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be becomes effective or fail to be usable for its intended purpose without being succeeded by (3) in the case of a post-effective amendment Registration Default under clause (iv) or prospectus supplement to such Exchange clause (v) of the definition thereof, when the Shelf Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and again becomes effective or the period during which a Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such until the next date that there is no Registration Default, subject to the provisions of Section 8(b), special increase in interest (“Special Interest”), in addition to the Base Interest, rate provided for by this paragraph shall accrue at apply as if there occurred a per annum rate of 0.25% for the first 90 days of the single Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate begins on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The parties hereto agree that the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; additional interest provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided for in this Section 2(b2(d) until is intended to constitute the date on which (i) the Securities become Freely Tradable or (ii) the Exchange sole remedy for monetary damages in connection with any Registration Statement has been declared effective and the Exchange Offer has been consummatedDefault. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a2(b), if the Securities have not become Freely Tradable on or before the Free Trade Date, the Company and the Guarantors agree agrees to use all commercially its reasonable best efforts to (i) file under the Securities Act a registration statement (the "Exchange Offer Registration Statement") relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to have the same terms as the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, do not contain restrictions on transfers and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) Act within 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly after the Exchange Offer Registration Statement has become effective for all Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” completed only (A) if the debt securities and related guarantees Exchange Securities received by holders (other than Restricted Holders Holders) in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under imposed thereon by the Securities Act and or the Exchange Act and without material restrictions under imposed thereon by the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the . The Exchange Offer and (2) shall be deemed to have been completed upon the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) because of any change in law or in applicable interpretations by the staff of the Commission, the Company is not permitted to effect the Exchange Offer has not been consummated prior to the Consummation Date, or (ii) in the case of any holder, other than a Restricted Holder, that participates in the Exchange Offer, such holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities have not Act), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), the Company shall file under the Securities Act as promptly as practicable a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause the Shelf Registration to become Freely Tradable or be declared effective and to keep such Shelf Registration continuously effective for a period ending on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses earlier of (i) through the second anniversary of the Closing Date or (iii)ii) such time as there are no longer any Registrable Securities outstanding. The Company further agrees to supplement or make amendments to the Shelf Registration, as and when required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to the holders of the Registrable Securities copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) If any of the following events (any such event a “"Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”)") shall occur, then, as liquidated damages for such Registration Defaultdamages, subject to the provisions of Section 8(b), special additional interest (“Special the "Registration Default Interest”)") shall become payable in respect of the Securities as follows: (i) if the Exchange Offer Registration Statement or a Shelf Registration is not filed with the Commission within 150 days following the Closing Date, in addition to then commencing on the Base Interest151st day after the Closing Date, Registration Default Interest shall accrue on the principal amount of the Securities at a per annum rate of 0.25% for per annum; or (ii) if neither the first 90 days Exchange Offer Registration Statement nor a Shelf Registration is declared effective by the Commission on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Interest shall accrue on the principal amount of the Registration Default Period, Securities at a per annum rate of 0.500.25% per annum; or (iii) if either (A) the Company has not exchanged Exchange Securities for all Securities validly tendered and not withdrawn, in accordance with the second 90 days terms of the Registration Default PeriodExchange Offer, at a per annum rate of 0.75% for the third 90 on or prior to 35 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on after the date on which (i) the Securities become Freely Tradable Exchange Offer Registration Statement was declared effective, or (iiB) if applicable, the Exchange Shelf Registration Statement has been declared effective and but such Shelf Registration ceases to be effective at any time prior to two years from the Closing Date, then commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective, in the case of (B) above, Registration Default Interest shall accrue on the principal amount of Securities at a rate of 0.25% per annum. provided, however, that the Registration Default Interest rate on the Securities, shall not exceed in the aggregate 0.25% per annum; provided further, however, that (1) upon the filing of the Exchange Offer has been consummated. Special Interest shall Registration Statement or a Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration (in the case of clause (ii) above), (3) upon the exchange of Exchange Securities for all Securities validly tendered and not accrue withdrawn (in the case of clause (iii) (A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii) (B) above), or (4) upon the termination of certain transfer restrictions on the Securities as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend application of Rule 144(k), Registration Default Interest on the Securities no longer applies unless the Company has received as a request to do so by a holder result of Securities such clause (or the Trustee on or after relevant subclause thereof), as the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereaftercase may be, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors cease to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereofaccrue. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, incorporated therein by reference as of such time the applicable Effective Time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, incorporated therein by reference as of a time after such timeEffective Time. (e) Notwithstanding any other provision of this Agreement, no holder of Registrable Securities who does not comply with the provisions of Section 3(d), if applicable, shall be entitled to receive Registration Default Interest unless and until such holder complies with the provisions of such section, if applicable.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 240 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the GuarantorsCompany, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 270 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Closing Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 315 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company 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 as soon as practicable, but no later than the later of 30 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 Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 30 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Company has not become Freely Tradable filed the Exchange Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Company shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture ActIndenture), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional special interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities Act, (iii) commence to register the Exchange Offer promptly under the Securities Act on the appropriate form and to comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use commercially reasonable efforts to complete the Exchange Offer no later than 60 days after such Exchange Registration Statement has become effectiveits commencement, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Offer. The Exchange Offer will shall be registered under deemed to have been completed upon the Securities Act on earlier to occur of (i) the appropriate form and will comply with all applicable tender offer rules and regulations under Company having exchanged the Exchange ActSecurities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 days following the commencement of the Exchange Offer. The Notwithstanding the foregoing, the Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial substan­tial majority of the states States of the United States of America, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer 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 consummated completed within 270 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use commercially reasonable efforts to file under the Securities Act 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 Company agrees to use commercially reasonable efforts: (x) to cause the Shelf Registration Statement to become or be declared effective no later than 180 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Closing Date or 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 written 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 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; provided further, 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Consummation Date, Commission. (iic) In the event that (i) the Securities have Exchange Offer is not become Freely Tradable completed (or, if required pursuant to Section 2(b), the Shelf Registration Statement is not declared effective) on or before the Free Trade Date, date that is 270 days after the Closing Date or (iiiii) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein), in each case for a period in excess of 45 days (whether or fail to be usable for its intended purpose without being succeeded by a postnot consecutive) in any 12-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly month period (each such event referred to in clauses (i) through and (iiiii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the during which such Registration Default Periodhas occurred and is continuing, at a per annum rate of 0.50% for the second 90 days of the during which such Registration Default Periodis continuing, at a per annum rate of 0.75% for the third 90 days of the during which such Registration Default Period is continuing and at a per annum rate of 1.01.00% thereafter for the remaining portion of the period during which such Registration Default Period, provided that in no event shall the Company be required to pay is continuing. Such Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on immediately cease to accrue upon the date on which earlier of (ix) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and completion of the Exchange Offer has been consummated. Special Interest shall not accrue as a result or (y) the Effective Time of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Shelf Registration Statement has been declared effective and the Exchange Offer has been consummatedStatement. (cd) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 60 days after the Acquisition Closing, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “"Exchange Securities”"), (ii) . The Company agrees to use its best efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 180 days after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)Acquisition Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its best efforts to commence and complete the Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and issue Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under need for further compliance with Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and and (2b) If prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the Securities or any related Guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without need for further compliance with Section 5 of the Securities Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by broker-dealers of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company), in lieu of conducting the Exchange Offer contemplated by Section 2(a) the Company having exchangedshall file under the Securities Act as soon as practicable, but no later than the later of 30 days after the time such obligation to file arises and 60 days after the Acquisition Closing, 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 Exchange OfferCommission (such filing, Exchange the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). In addition, in the event that the Purchasers shall not have resold all of the Securities for all Registrable Securities that have been properly tendered and not withdrawn before initially purchased by them from the expiration Company pursuant to the Note Purchase Agreement prior to the consummation of the Exchange Offer, which the Company shall be on file under the Securities Act as soon as practicable a date that is at least 20 Business Days following the commencement of the Exchange OfferShelf Registration Statement. The Company and the Guarantors agree agrees to use its best efforts (Ii) to include cause the Shelf Registration Statement to become or be declared effective no later than 120 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective in order to permit the prospectus forming a part thereof to be usable by holders for resales of Registrable Securities for a period ending on the earlier of the third anniversary of the Effective Time or 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 (ii) 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 (c) In the event that (i) the Company has not filed the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that or Shelf Registration Statement on or before the date on which such registration statement is a broker-dealer and required to be filed pursuant to Section 2(a) or 2(b), respectively, or (IIii) to keep such Exchange Registration Statement or Shelf Registration Statement has not become effective for a period (or been declared effective by the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed Commission on or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on before the date on which the Securities such registration statement is required to become Freely Tradable. or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (b) If (iiii) the Exchange Offer has not been consummated prior completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Consummation Date, Exchange Offer (iiif the Exchange Offer is then required to be made) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iiiiv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Each of Allied Parent and the Company shall take, and shall cause the Guarantors each Guarantor to take, all reasonable actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all reasonable actions necessary or desirable to register the Guarantees under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (aExcept as set forth in Section 2(b) Subject to the last sentence of this Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Datebelow, the Company and the Guarantors Issuers agree to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Securities Notes for a like aggregate principal amount of debt securities notes issued by the Company and guaranteed by the GuarantorsIssuers, which debt securities and guarantees notes are substantially identical in all material respects to the Securities and the related Guarantees, respectively Notes (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are notes hereinafter called “"Exchange Securities”Notes"), (ii) . The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act, (iii) commence . The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer promptly (but no later than 35 business days or longer, if required by the federal securities laws, after such Exchange Registration Statement registration statement has become effective), (iv) hold the Exchange Offer open for at least 20 Business Days business days (or longer if required by applicable law) after the date that notice of calculated in accordance with the Exchange Offer is mailed to holders of the Securities, (vAct) and exchange Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange ActOffer. The Exchange Offer will be deemed to have been “"completed” " only (A) if the debt securities and related guarantees Exchange Notes received by holders holders, other than Restricted Holders Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuers having exchanged the Exchange Securities Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors Issuers agree (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities Notes that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Securities Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (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 consummated prior to completed within 240 days following the Consummation Closing Date, (iii) the Exchange Offer is not available to any holder of the Notes, or the Exchange Notes received by any Restricted Holder in the Exchange Offer are not transferable without restriction under the Securities Act, or (iv) at the time the Exchange Offer is completed, any Notes are held by a Restricted Holder, 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 (provided that if at the time the transactions contemplated by the Exchange Agreements are completed, any Notes are issued to a Restricted Holder, the Issuers shall use their reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective by the Commission no later than the date on which the Exchange Offer is completed) 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 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. In the event that (i) the Issuers have not become Freely Tradable filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the Free Trade Datedate 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 has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 35 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and becomes or is declared effective, effective but shall thereafter cease either be withdrawn by the Issuers or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “"Registration Default,” " and the each period during which a Registration Default has occurred and is continuing, the “a "Registration Default Period”"), then, as liquidated damages for such Registration Default, subject in addition to the provisions of Section 8(b9(b), special interest (“"Special Interest”"), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Notes at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. All accrued Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed be paid in cash by the close Issuers on each Interest Payment Date (as defined in the Indenture). Following the cure of business on all Registration Defaults, the fifth Business Day thereafter, accrual of Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) cease. The Company Issuers shall take, and shall cause the Guarantors use their reasonable best efforts to take, take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) or 2(b) hereof. (d) . Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject The Company agrees that if: (i) on the six-month anniversary of the last date of original issuance of the Notes any Registrable Securities are held by any Person other than an Affiliate of the Company; (ii) at any time after the six-month anniversary of the last date of original issuance of the Notes the conditions set forth in paragraph (c)(1) of Rule 144 are not satisfied with respect to the last sentence Securities; or (iii) a Holder of this Section 2(a)Registrable Securities requests; the Company shall file an Automatic Shelf Registration Statement, if the Company is eligible to do so and has not already done so (provided such previously filed Automatic Shelf Registration Statement covers all Holders of Registrable Securities have not become Freely Tradable on or before determined as of the Free Trade Datedate such subsequent obligation arose), and, if the Company is not eligible for an Automatic Shelf Registration Statement, then in lieu of the foregoing the Company shall file a Shelf Registration Statement for the registration of, and the Guarantors agree to use all commercially reasonable efforts to (i) file under sale on a continuous or delayed basis by the Securities Act a registration statement relating to an offer to exchange (such registration statementHolders of, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued pursuant to Rule 415 or any similar rule that may be adopted by the Company Commission, and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical use its best efforts to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture that is substantially identical to the Indenture or is the Indenture and that has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) cause the Exchange Shelf Registration Statement to become or be declared effective under the Securities Act, (x) on the day that is six months after the last date of original issuance of the Notes, in the case of clause (i) above, (y) as soon as practicable in the case of clause (ii) above and (z) by the 30th day after the date of receipt of notice requesting registration from a Notice Holder but not before the six-month anniversary of the last date of original issuance of the Notes, in the case of clause (iii) commence above. It being understood that if there are no Registrable Securities entitled to be included in the Exchange Offer promptly after such Exchange Shelf Registration Statement has become at such time that the Company shall have no obligation to file such Shelf Registration Statement at such time. The Company agrees to use its best efforts to keep such Shelf Registration Statement continuously effective, subject to Section 3(b), until the earliest of (ivx) hold one year from the last date of original issuance of the Notes; (y) the date by which all Registrable Securities have been sold pursuant to such Shelf Registration Statement; and (z) such date as each of the Registrable Securities covered by the Shelf Registration Statement ceases to be a Registrable Security (the “Effective Period”). (b) The Company further agrees that it shall cause the Shelf Registration Statement, the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, as of the time of sale of any Securities under such Shelf Registration Statement, and as of the date of any such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act 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 (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders such number of copies as such Holders may reasonably request of any supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders copies of any amendment consisting exclusively of an Exchange Offer open Act report or other Exchange Act filing otherwise publicly available on the Company’s website. If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at least 20 any time during the Effective Period (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use its reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (c) Each Holder agrees that if such Xxxxxx wishes to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(c), Section 3(c) and Section 4. From and after the date the Shelf Registration Statement is initially effective, the Company shall, as promptly as is reasonably practicable after the date a Notice and Questionnaire is delivered by a Notice Holder, and in any event within (x) ten (10) Business Days after the date such Notice and Questionnaire is received by the Company or (or longer y) if a Notice and Questionnaire is so received during a Deferral Period, ten (10) Business Days after the expiration of such Deferral Period, (i) if required by applicable law) after , file with the date 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 required document so that notice 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 Exchange Offer is mailed to holders of the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior in accordance with applicable law and, if the Company shall file a post-effective amendment to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Shelf Registration Statement has become and such amendment is not automatically effective, but in no event later than 30 Business Days thereafter (use its reasonable efforts to cause such 30th Business Day being the “Consummation Date”). The Exchange Offer will post-effective amendment to be registered declared or to otherwise become effective under the Securities Act on as promptly as is reasonably practicable; (ii) provide such Holder with as many copies of any documents filed pursuant to Section 2(c)(i) as such Holder may reasonably request in connection with the appropriate form Securities covered by such Xxxxxx’s Notice and will comply with all applicable tender offer rules and regulations under Questionnaire; and (iii) notify such Holder as promptly as reasonably practicable after the Exchange Act. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Exchange Act Company shall so inform the Holder delivering such Notice and without material restrictions under Questionnaire and shall take the blue sky or securities laws of a substantial majority actions set forth in this Section 2(c) above upon expiration of the states of Deferral Period in accordance with Section 3(b). Notwithstanding anything contained herein to the United States of Americacontrary, and (B) upon the earlier to occur of (1) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities 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 or prospectus supplement; provided, however, that any Holder that becomes a Notice Holder pursuant to the Exchange Offer and provisions of this Section 2(c) (2whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared or otherwise became effective) shall be named as a selling securityholder in the Company having exchanged, pursuant to Shelf Registration Statement or related Prospectus in accordance with the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration requirements of this Section 2(c). (d) If any of the Exchange Offerfollowing events (any such event a “Registration Default”) shall occur, which shall be on a date that is at least 20 Business Days following the commencement of the Exchange Offer. The Company and the Guarantors agree (I) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (II) to keep such Exchange Registration Statement effective for a period then additional interest (the “Resale PeriodAdditional Interest”) beginning when Exchange shall become payable by the Company to Holders in respect of the Notes as follows: (i) if on the day that is six months after the last date of original issuance of the Notes, Registrable Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own held by any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (b), (c) and (d) hereof. The obligations Person other than an Affiliate of the Company and the Guarantors Shelf Registration Statement has not been filed with and declared effective by the Commission by such date (other than pursuant to Section 3(b) hereof), then, commencing on such date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum; (ii) at any time after the six-month anniversary of the last date of original issuance of the Notes the conditions set forth in paragraph (c)(1) of Rule 144 are not satisfied with respect to the Securities and the Shelf Registration Statement has not been filed with and declared effective by the Commission at or prior to the later of (x) the six month anniversary of the last date of original issuance of the Notes and (y) the time that such conditions cease to be satisfied (other than pursuant to Section 3(b) hereof), then, commencing on such later date, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum; (iii) if the Shelf Registration Statement has become or been declared effective but such Shelf Registration Statement ceases to be effective or the prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities at any time during the Effective Period (other than pursuant to Section 3(b) hereof), then, commencing on the day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum following such date on which the Shelf Registration Statement ceases to be effective; (iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then, commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the principal amount of the outstanding Notes that are Registrable Securities at a rate of 0.50% per annum; (v) by the one year anniversary of the last date of issuance of the Notes, the Company has failed to remove the legends from the Securities relating to the Securities Act, then, commencing on such one year anniversary, Additional Interest shall accrue on the principal amount of the outstanding Notes at a rate of 0.50% per annum; (1) the filing and effectiveness of the Shelf Registration Statement (in the case of clauses (i) and (ii) above), (2) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii) above) and (3) the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iv) above). Additional Interest on the Notes as a result of clause (v) above shall cease to accrue upon the removal from the Securities of the legends relating to the Securities Act. Additional Interest on the Notes, if any, will be payable in arrears in cash on February 15 and August 15 of each year (the “Additional Interest Payment Date”) to holders of record of outstanding Notes that are Registrable Securities at the close of business on February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding the relevant interest payment date; provided that any Additional Interest accrued with respect to any Notes or portion thereof submitted for repurchase on a repurchase date or converted into Shares on a conversion date prior to the Registration Default shall, in any such event, be paid instead to the Holder who submitted such Notes or portion thereof for repurchase or conversion on the applicable repurchase date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Holders of Notes that are Registrable Securities pursuant to this Section 2(d), the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest). Additional Interest on the Notes, if any, will accrue beginning on the date provided for in clauses 2(d)(i) through (v) above, as applicable, to, but excluding, the date on which all Registration Defaults have been cured. If a Holder converts some or all of the Notes into Shares, the Holder will not be entitled to receive Additional Interest on such Shares. The Company shall notify the Trustee promptly upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Interest if any becomes due. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(a) 2(d). Nothing shall cease on the date on which the Securities become Freely Tradablepreclude a Notice Holder or Holder from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. (b) If (i) the Exchange Offer has not been consummated prior to the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, or (iii) any Exchange Registration Statement required by this Agreement is filed and declared effective, but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded by a post-effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iii), a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 8(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (c) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the Exchange Registration Statement contemplated in Section 2(a) hereof. (d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject to the last sentence of this Except as set forth in Section 2(a), if the Securities have not become Freely Tradable on or before the Free Trade Date2(b) below, the Company and the Guarantors agree agrees to use all commercially reasonable efforts to (i) file under the Securities Act Act, as soon as practicable, but no later than 120 days after the Closing Date, or if the 120th day is not a business day, the first business day thereafter, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement,” and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees guarantee are substantially identical to the Securities and the related GuaranteesGuarantee, respectively (and are entitled to the benefits of a trust indenture that is indentures which are substantially identical to the Indenture Indentures or is are the Indenture Indentures and that has which have been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called “Exchange Securities”), (ii) . The Company agrees to use all commercially reasonable efforts to cause the Exchange Registration Statement to become effective under the Securities ActAct as soon as reasonably practicable, (iii) commence the Exchange Offer promptly after such Exchange Registration Statement has become effective, (iv) hold the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) but no later than 210 days after the date that notice of Closing Date, or if the Exchange Offer 210th day is mailed to holders of not a business day, the Securities, (v) exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer and (vi) consummate the Exchange Offer on the earliest practicable date after the Exchange Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th Business Day being the “Consummation Date”)first business day thereafter. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use all commercially reasonable efforts to commence and complete the Exchange Offer promptly, but no later than 45 business days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only (A) if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Registration Statement applicable to resales by any broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the states States of the United States of America, and (B) . The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (1i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (2ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange Offer. The Company and the Guarantors agree agrees (Ix) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Company and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; (ii) the Exchange Offer has not been consummated prior to completed within 255 days following the Consummation Date, (ii) the Securities have not become Freely Tradable on or before the Free Trade Date, Closing Date or (iii) any Restricted Holder notifies the Company prior to the 15th business day following consummation of the Exchange Offer that (a) it is prohibited by law or Commission policy from participating in the Exchange Offer, (b) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, the Company 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 as soon as reasonably practicable, but no later than 45 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 Company agrees to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 150 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective (other than during any Blackout Period (as defined in Section 2(f) below)) for a period ending on the earlier of the second anniversary of the Effective Time or 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 Company in accordance with Section 3(d)(iii) hereof. The Company further agrees 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 Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees 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 Company has not filed the Exchange 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) hereof, respectively, (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, (iii) the Exchange Offer, if any, has not been completed within 45 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by this Agreement Section 2(a) or 2(b) hereof is filed and declared effective, effective but shall thereafter cease either be withdrawn by the Company or shall become subject to be an effective or fail stop order issued pursuant to be usable for its intended purpose Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein, including any Blackout Period permitted herein) without being succeeded immediately by a post-an additional registration statement filed and declared effective amendment or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly (each such event referred to in clauses (i) through (iiiiv), a “Registration Default,” and the each period during which a Registration Default Default(s) has occurred and is continuing, the a “Registration Default Period”), then, as liquidated damages for such Registration DefaultDefault(s), the Securities affected thereby will be subject to the provisions of Section 8(b9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the outstanding principal amount of such Securities at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in no event shall the Company be required to pay Special Interest for more than one Registration Default at any given time. The Registration Default Period shall terminate on the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or (ii) the Exchange Registration Statement has been declared effective and the Exchange Offer has been consummated. (cd) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees Guarantee under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (de) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. (f) Notwithstanding anything herein to the contrary, the Company, upon advising the Purchasers in writing, may, pursuant to the advice of outside counsel to the Company, delay the filing or effectiveness of any Exchange Registration Statement or Shelf Registration Statement (if not filed or effective, as applicable) or suspend, or otherwise fail to maintain, the effectiveness thereof or cease to permit the use of the prospectus included therein for a period (the “Blackout Period”) not to exceed an aggregate of 60 days in any twelve consecutive month period in the event that (i) the Boards of Directors or Board of Managers, as the case may be, of the Company reasonably and in good faith determines that the premature disclosure of a material event at such time could reasonably be expected to have a material adverse effect on the Company’s business, operations or prospects or (ii) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the Boards of Directors or Board of Managers, as the case may be, of the Company reasonably and in good faith determines that any such disclosure could reasonably be expected to jeopardize the success of such transaction; provided, that, upon the termination of such Blackout Period, the Company promptly shall advise the Purchasers that such Blackout Period has been terminated.

Registration Under the Securities Act. (a) Subject Except as set forth in Section 2(b) below, the Issuer agrees to the last sentence of this Section 2(a), if use its best efforts to file or cause to be filed under the Securities have not become Freely Tradable Act, as soon as practicable, but no later than on or before the Free Trade DateSeptember 30, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act 2023, a registration statement relating to an offer offers to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offeroffers, the “Exchange OfferOffers”) any and all of the Securities 2033 Notes for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees guaranties are substantially identical to the Securities and the related GuaranteesGuaranties, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called the “Exchange Securities”), (ii) . The Issuer agrees to use its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, (iii) commence but no later than March 1, 2024. The Exchange Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Offer promptly after such Act. The Issuer further agrees to use its best efforts to commence and complete the Exchange Registration Statement has become effectiveOffers promptly, (iv) but no later than April 5, 2024, hold the Exchange Offer Offers open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange 30 days and issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer Offers. Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and (vi) consummate in accordance with the terms of, the Exchange Offers will be required to make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the Exchange Offer on Registration Statement, the earliest practicable date after Issuer shall promptly commence the Exchange Registration Statement has become effectiveOffers, but in no event later than 30 Business Days thereafter (such 30th Business Day it being the “Consummation Date”). The objective of such Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only Offers that each holder (A) if the debt securities and related guarantees received by holders other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable Offers will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The Exchange Offers shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer Offers and (2ii) the Company Issuer having exchanged, pursuant to the Exchange OfferOffers, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange OfferOffers, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange OfferOffers. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer Offers and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has Offers have been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated on or prior to the Consummation Datetime the Exchange Offers are completed, existing Commission interpretations are changed such that the debt securities or the related guaranties received by holders other than Restricted Holders in the Exchange Offers for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Securities Exchange Offers have not become Freely Tradable been completed on or before the Free Trade DateApril 5, 2024 or (iii) any holder notifies the Issuer prior to 20 days after the consummation of the Exchange Offers that (A) based on the advice of counsel, due to a change in law or Commission policy it may not resell the Exchange Securities acquired by it in the Exchange Offers to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (B) it is a purchaser and owns Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer or (C) on or prior to the consummation of the Exchange Offers existing laws, regulations and/or applicable Commission interpretations have been changed such that the holders of at least a majority in aggregate principal amount of the Registrable Securities would not be able to resell the Exchange Securities acquired by them in, and in accordance with the terms of, the Exchange Offers to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, the Issuer shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offers contemplated by Section 2(a), use its best efforts to file or cause to be filed under the Securities Act as soon as practicable, but no later than the later of March 1, 2024 or 30 days after the time such obligation to file arises (but in no event prior to August 1 or after September 30 of any calendar year), 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 Issuer agrees to use its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 60 days after such filing was required to be made hereunder (but in no event prior to August 1 or after September 30 of any calendar year) and (y) to keep such Shelf Registration Statement continuously effective for a period of one year (or, if shorter, the period after which Rule 144(d) generally becomes available to non-affiliates of the Issuer) from the effective date of the Shelf Registration Statement (subject to extension pursuant to Sections 2(d) and 3(h)); provided, however, that if such Shelf Registration Statement has been filed solely at the request of the Purchasers pursuant to clause (iii)(B) of this Section 2(b), the Issuer shall only be required to use its best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the date of issuance of the Securities (subject to extension pursuant to Sections 2(d) and 3(h)) or until all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding; provided further, 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. The Issuer further agrees 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 Issuer for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly after its being used or promptly following its filing with the Commission. (c) If (i) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not filed on or before September 30, 2023, (ii) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not declared effective by the Commission on or before March 1, 2024, (iii) the Exchange Offers are not consummated on or before April 5, 2024, (iv) a Shelf Registration Statement required by this Agreement to be filed is not filed and on or before the date specified above for such filing, (v) a Shelf Registration Statement otherwise required to be filed is not declared effectiveeffective on or before the date specified above for effectiveness thereof or (vi) a Shelf Registration Statement is declared effective but thereafter, but shall thereafter cease subject to certain exceptions, ceases to be effective or fail usable (whether due to be usable for its intended purpose without being succeeded by a post-effective amendment stop order or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly otherwise) in connection with resales of Registrable Securities during the period specified in Section 2(b) above (each such event referred to in clauses (i) through (iii)vi) above, a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for in the case of a Registration Default referred to in clause (i), (ii) or (iii) above, the interest rate on all Registrable Securities or, in the case of a Registration Default referred to in clause (iv), (v) or (vi) above, the interest rate on the Registrable Securities to which such Registration Default relates, will increase by 0.25% per annum with respect to each 90-day period that passes until all such Registration Defaults have been cured, up to a maximum amount of 1.00% per annum (“Additional Interest”); provided, however, that such Additional Interest will cease to accrue at the later of (i) the date on which the Securities become freely transferable pursuant to Rule 144 and (ii) the date on which the Barclays Capital U.S. Aggregate Bond Index is modified to permit the inclusion of freely transferable securities that have not been registered under the Securities Act. Upon the cure of any such Registration Default, the interest rate borne by the Registrable Securities shall be reduced thereafter by the full amount of any such increase or increases that resulted from such Registration Default. The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the holders, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record holder entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. (d) Any Exchange Offer Registration Statement pursuant to Section 2(a) and any Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that, if after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is subject to the provisions of Section 8(b)any stop order, special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Default PeriodStatement will be deemed not to have been effective for such Securities during the period it was so subject, at a per annum rate until the offering of 0.50% for the second 90 days of the such Securities pursuant to such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in Statement may legally resume. In no event shall the Company Issuer be required deemed to pay Special Interest for more than one be in breach of its obligations under the second paragraph of Section 2(b) nor shall a Registration Default at any given time. The Registration Default Period shall terminate on the date on which described in Section 2(c)(vi) be deemed to have occurred (i) as a result of any action required by applicable law which renders the Securities become Freely Tradable Issuer unable to comply with the Commission disclosure requirements or (ii) if compliance with its obligations under this Agreement to maintain the Exchange effectiveness of, supplement or amend any Registration Statement, upon advice of U.S. counsel to the Issuer, would require additional disclosure of material non-public information by the Issuer or its subsidiaries as to which, and so long as, the Issuer or its subsidiaries has a bona fide business purpose in preserving its confidentiality; provided, however, that the maximum period of time during which the Issuer shall be entitled to postpone the effectiveness, supplementing or amending of any Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure pursuant to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or clause (ii) of this paragraph shall be 45 calendar days; provided, further, that (x) upon the Exchange exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement Statement, the Issuer shall give the holders prompt written notice of such exercise and an approximation of the anticipated length of such postponement and (y) after the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall not, within six months of the expiration of any such postponement, exercise again its right of postponement under clause (ii) of this paragraph. The holders hereby acknowledge that any notice given by the Issuer pursuant to this paragraph may constitute material non-public information and that the United States securities laws prohibit any person who has been declared effective and material non-public information about a company from purchasing or selling securities of the Exchange Offer has been consummatedcompany or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (ce) The Company Issuer shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to cause the Guaranties to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees registered under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (df) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Subject Except as set forth in Section 2(b) below, the Issuer agrees to the last sentence of this Section 2(a), if use its best efforts to file or cause to be filed under the Securities have not become Freely Tradable Act, as soon as practicable, but no later than on or before the Free Trade DateSeptember 30, the Company and the Guarantors agree to use all commercially reasonable efforts to (i) file under the Securities Act 2022, a registration statement relating to an offer offers to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offeroffers, the “Exchange OfferOffers”) any and all of the Securities 2032 Notes for a like aggregate principal amount of debt securities issued by the Company Issuer and guaranteed by the Guarantors, which debt securities and guarantees guaranties are substantially identical to the Securities and the related GuaranteesGuaranties, respectively (and are entitled to the benefits of a trust indenture that which is substantially identical to the Indenture or is the Indenture and that which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act Act, and do not contain provisions for the additional interest contemplated in Section 2(b2(c) below (such new debt securities are hereinafter called the “Exchange Securities”), (ii) . The Issuer agrees to use its best efforts to cause the Exchange Offer Registration Statement to become effective by the Commission under the Securities ActAct as soon as practicable, (iii) commence but no later than March 1, 2023. The Exchange Offers will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Offer promptly after such Act. The Issuer further agrees to use its best efforts to commence and complete the Exchange Registration Statement has become effectiveOffers promptly, (iv) but no later than April 5, 2023, hold the Exchange Offer Offers open for at least 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to holders of the Securities, (v) exchange 30 days and issue and deliver Exchange Securities in exchange for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer Offers. Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and (vi) consummate in accordance with the terms of, the Exchange Offers will be required to make certain customary representations in connection therewith, including representations that such holder is not a Restricted Holder. Upon the effectiveness of the Exchange Offer on Registration Statement, the earliest practicable date after Issuer shall promptly commence the Exchange Registration Statement has become effectiveOffers, but in no event later than 30 Business Days thereafter (such 30th Business Day it being the “Consummation Date”). The objective of such Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Exchange Offer will be deemed to have been “completed” only Offers that each holder (A) if the debt securities and related guarantees received by holders other than a Restricted Holders Holder) electing to participate in the Exchange Offer for Registrable Offers will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the states of the United States of America, and (B) . The Exchange Offers shall be deemed to have been completed upon the earlier to occur of (1i) the Company Issuer having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer Offers and (2ii) the Company Issuer having exchanged, pursuant to the Exchange OfferOffers, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange OfferOffers, which shall be on a date that is at least 20 Business Days 30 days following the commencement of the Exchange OfferOffers. The Company and the Guarantors agree Issuer agrees (Ix) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (IIy) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer Offers and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has Offers have been completed or such time as such broker-dealers no longer own any 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), (bc), (cd) and (de) hereof. The obligations of the Company and the Guarantors set forth in this Section 2(a) shall cease on the date on which the Securities become Freely Tradable. (b) If (i) the Exchange Offer has not been consummated on or prior to the Consummation Datetime the Exchange Offers are completed, existing Commission interpretations are changed such that the debt securities or the related guaranties received by holders other than Restricted Holders in the Exchange Offers for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Securities Exchange Offers have not become Freely Tradable been completed on or before the Free Trade DateApril 5, 2023 or (iii) any holder notifies the Issuer prior to 20 days after the consummation of the Exchange Offers that (A) based on the advice of counsel, due to a change in law or Commission policy it may not resell the Exchange Securities acquired by it in the Exchange Offers to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (B) it is a purchaser and owns Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer or (C) on or prior to the consummation of the Exchange Offers existing laws, regulations and/or applicable Commission interpretations have been changed such that the holders of at least a majority in aggregate principal amount of the Registrable Securities would not be able to resell the Exchange Securities acquired by them in, and in accordance with the terms of, the Exchange Offers to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, the Issuer shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offers contemplated by Section 2(a), use its best efforts to file or cause to be filed under the Securities Act as soon as practicable, but no later than the later of March 1, 2023 or 30 days after the time such obligation to file arises (but in no event prior to August 1 or after September 30 of any calendar year), 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 Issuer agrees to use its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective on or prior to 60 days after such filing was required to be made hereunder (but in no event prior to August 1 or after September 30 of any calendar year) and (y) to keep such Shelf Registration Statement continuously effective for a period of one year (or, if shorter, the period after which Rule 144(d) generally becomes available to non-affiliates of the Issuer) from the effective date of the Shelf Registration Statement (subject to extension pursuant to Sections 2(d) and 3(h)); provided, however, that if such Shelf Registration Statement has been filed solely at the request of the Dealer Managers pursuant to clause (iii)(B) of this Section 2(b), the Issuer shall only be required to use its best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the date of issuance of the Securities (subject to extension pursuant to Sections 2(d) and 3(h)) or until all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding; provided further, 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. The Issuer further agrees 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 Issuer for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment promptly after its being used or promptly following its filing with the Commission. (c) If (i) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not filed on or before September 30, 2022, (ii) the Exchange Offer Registration Statement (or a Shelf Registration Statement in lieu thereof) is not declared effective by the Commission on or before Xxxxx 0, 0000, (xxx) the Exchange Offers are not consummated on or before April 5, 2023, (iv) a Shelf Registration Statement required by this Agreement to be filed is not filed and on or before the date specified above for such filing, (v) a Shelf Registration Statement otherwise required to be filed is not declared effectiveeffective on or before the date specified above for effectiveness thereof or (vi) a Shelf Registration Statement is declared effective but thereafter, but shall thereafter cease subject to certain exceptions, ceases to be effective or fail usable (whether due to be usable for its intended purpose without being succeeded by a post-effective amendment stop order or prospectus supplement to such Exchange Registration Statement that cures such failure and that is itself declared effectively promptly otherwise) in connection with resales of Registrable Securities during the period specified in Section 2(b) above (each such event referred to in clauses (i) through (iii)vi) above, a “Registration Default,” and the period during which a Registration Default has occurred and is continuing, the “Registration Default Period”), then, as liquidated damages for in the case of a Registration Default referred to in clause (i), (ii) or (iii) above, the interest rate on all Registrable Securities or, in the case of a Registration Default referred to in clause (iv), (v) or (vi) above, the interest rate on the Registrable Securities to which such Registration Default relates, will increase by 0.25% per annum with respect to each 90-day period that passes until all such Registration Defaults have been cured, up to a maximum amount of 1.00% per annum (“Additional Interest”); provided, however, that such Additional Interest will cease to accrue at the later of (i) the date on which the Securities become freely transferable pursuant to Rule 144 and (ii) the date on which the Barclays Capital U.S. Aggregate Bond Index is modified to permit the inclusion of freely transferable securities that have not been registered under the Securities Act. Upon the cure of any such Registration Default, the interest rate borne by the Registrable Securities shall be reduced thereafter by the full amount of any such increase or increases that resulted from such Registration Default. The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the holders, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record holder entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. (d) Any Exchange Offer Registration Statement pursuant to Section 2(a) and any Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that, if after it has been declared effective, the offering of Securities pursuant to a Shelf Registration Statement is subject to the provisions of Section 8(b)any stop order, special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Default PeriodStatement will be deemed not to have been effective for such Securities during the period it was so subject, at a per annum rate until the offering of 0.50% for the second 90 days of the such Securities pursuant to such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period, provided that in Statement may legally resume. In no event shall the Company Issuer be required deemed to pay Special Interest for more than one be in breach of its obligations under the second paragraph of Section 2(b) nor shall a Registration Default at any given time. The Registration Default Period shall terminate on the date on which described in Section 2(c)(vi) be deemed to have occurred (i) as a result of any action required by applicable law which renders the Securities become Freely Tradable Issuer unable to comply with the Commission disclosure requirements or (ii) if compliance with its obligations under this Agreement to maintain the Exchange effectiveness of, supplement or amend any Registration Statement, upon advice of U.S. counsel to the Issuer, would require additional disclosure of material non-public information by the Issuer or its subsidiaries as to which, and so long as, the Issuer or its subsidiaries has a bona fide business purpose in preserving its confidentiality; provided, however, that the maximum period of time during which the Issuer shall be entitled to postpone the effectiveness, supplementing or amending of any Registration Statement has been declared effective and the Exchange Offer has been consummated. Special Interest shall not accrue as a result of the Company’s failure pursuant to provide a certificate to the Trustee instructing the Trustee that the restrictive legend on the Securities no longer applies unless the Company has received a request to do so by a holder of Securities or the Trustee on or after the 380th day after the Closing Date; provided that if the Company receives such a request on or after the fifth Business Day immediately preceding the Free Trade Date and the restrictive legend on the Securities has not been removed by the close of business on the fifth Business Day thereafter, Special Interest shall accrue as provided in this Section 2(b) until the date on which (i) the Securities become Freely Tradable or clause (ii) of this paragraph shall be 45 calendar days; provided, further, that (x) upon the Exchange exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement Statement, the Issuer shall give the holders prompt written notice of such exercise and an approximation of the anticipated length of such postponement and (y) after the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall not, within six months of the expiration of any such postponement, exercise again its right of postponement under clause (ii) of this paragraph. The holders hereby acknowledge that any notice given by the Issuer pursuant to this paragraph may constitute material non-public information and that the United States securities laws prohibit any person who has been declared effective and material non-public information about a company from purchasing or selling securities of the Exchange Offer has been consummatedcompany or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (ce) The Company Issuer shall take, and shall cause the Guarantors to take, take all actions necessary or advisable to cause the Guaranties to be taken to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees registered under the Exchange Registration Statement registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (df) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement or to any prospectus supplement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.