Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and cause to become effective, an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors shall commence the Exchange Offer 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Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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. (f) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement on the appropriate form under the Securities Act, as selected by the Company, covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; providedSecurities and (y) have such Registration Statement become effective on or before the Target Registration Date, howeverand if requested by one or more Participating Broker-Dealers, that remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer for the Securities promptly after (but in no event later than 30 days after) the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, 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 from the date such notice is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that 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 DateDate with respect to the Exchange Offer; and (v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer, 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 Company and 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 and (45) 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 DateDate with respect to the Exchange Offer for Registrable Securities, the Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use reasonable best efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate under any applicable law or if applicable interpretations of the Staff or (ii) do not permit the Company to effect the Exchange Offer is not for Registrable Securities, or, if for any other reason completed by the 45th day after the date on which Company does not consummate the Exchange Offer for Registrable Securities by the later of the Target Registration Statement becomes effectiveDate and the date the Company receives a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed and become effective as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement on the appropriate form under the Securities Act, as selected by the Company, providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (a) no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b3(c) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Company shall be under no obligation to file or cause to become effective any such Shelf Registration Statement before it is obligated to file or cause to become effective an Exchange Offer Registration Statement pursuant to Section 2(a) hereof. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which the Securities covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior Default occurs with respect to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseSecurities, the annual interest rate on the Registrable Securities (and only 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% per annum. A Registration Default ends with respect to any Security when such Security ceases to be a Registrable Security or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) or (ii) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Securities becomes effective, effective or (2) in the case of a Registration Default under clause (i)(y)iii) of the definition thereof, when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for useusable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer with respect to the Registrable Securities is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Securities for Exchange Securities in the Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and upon the completion of the Exchange Offer, such Securities will no longer constitute Registrable Securities hereunder. Any amounts of additional interest due under this clause (d) will be payable in cash on the regular interest payment dates of the Securities. The additional interest will be determined by multiplying the applicable additional interest rate by the principal amount of the Securities, multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360 day year composed of twelve 30-day months, but it being understood that if the regular interest payment date of the Securities is not a Business Day and the payment is made on the next succeeding Business Day, no further interest will accrue as a result of such delay), and the denominator of which is 360. (e) The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of a the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default within five Business Days after each and every date on which a Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (gf) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however(ii) use their commercially reasonable efforts to cause such Registration Statement to become effective, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their commercially reasonable efforts to complete the Exchange Offer not later than 45 365 days after such effective date. (c) the Issue Date. The Company and any Guarantor shall cause the Guarantors Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and any Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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, telex, 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 Company and the Guarantors any Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) of the Company or any Guarantor (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 Exchange Securities and (4v) 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 Company and the Guarantors any Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors any Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors any Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by on or before the 45th 365th day after the date on which Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day) 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided . In the event that no Holder will be entitled the Company and any Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and any Guarantor shall use their reasonable best efforts to file and have any become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities included in any and a Shelf Registration Statement, or entitled to use Statement (which may be a combined Registration Statement with the prospectus forming a part of such Shelf Exchange Offer Registration Statement, until such Holder shall have delivered a completed ) with respect to offers and signed Notice and Questionnaire and provided such other information regarding such Holder to sales of Registrable Securities held by the Company as is contemplated by Section 3(b) hereofInitial Purchasers after completion of the Exchange Offer. The Company and the Guarantors any Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be second anniversary of the Issue Date 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 (the “Shelf Effectiveness Period”). The Company and the Guarantors any Guarantor further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Upon the written request of Holders of Registrable Securities, the Company and the Guarantors any Guarantor agree to furnish to the Participating such Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors any Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b)(i) and (xor 2(b)(ii) such Exchange Offer Registration Statement does hereof, has not become effective on or prior to the Anticipated Freely Tradable 365th day after the Issue Date or (ythe “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum for each subsequent 90-day period that elapses, in each case until the Exchange Offer is not completed within 45 days after or the date on which Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. Following the completion of the Exchange Offer or upon the effectiveness of such Shelf Registration Statement with respect to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different event occurs that would give rise to such an increase, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Target Registration Date and (y) 90 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum for each subsequent 90-day period that elapses, in each case until the Shelf Registration Statement becomes effective, or (ii) up to a maximum increase of 1.00% per annum. If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning commencing on the 61st day immediately following after such Shelf Registration Default Statement cease to be effective or the Prospectus ceases to be useable and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors any Guarantor acknowledge that any failure by the Company or the Guarantors any Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ any Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. . (f) The provisions for liquidated damages set forth in Section 2(fCompany represents, warrants and covenants that it (including its agents and representatives) above shall be the only monetary remedy available will not prepare, make, use, authorize, approve or refer to Holders under this Agreementany Free Writing Prospectus.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially its reasonable best efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, provided that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registration Statement covering the Registrable Securities may also cover the Other Securities that are Registrable Securities (as a result of becoming Freely Tradable. such term is defined in the respective registration rights agreements related to the Other Securities), and (by) The have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. Unless not permitted by applicable law or SEC policy, the Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially its reasonable best efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) The . After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially its reasonable best efforts to cause to be filed as soon as practicable after such determination date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or be entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof, and provided further that the Shelf Registration Statement covering the Registrable Securities may also cover the Other Securities that are Registrable Securities (as such term is defined in the respective registration rights agreements related to the Other Securities). In the event that the Company is 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 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 Exchange Offer. The Company and the Guarantors agree agrees to use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, except during any Blackout Period permitted by Section 3(d) hereof, until the earlier to occur of (i) the date when the 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 Company and the Guarantors further agree agrees 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 Company 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 commercially its 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify parties hereto agree that the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and additional interest provided for in this Section 2(d) hereof may result is intended to constitute the sole remedy for monetary damages in material irreparable injury to the Dealer Managers 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 connection with any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this AgreementRegistration Default.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however(ii) use their commercially reasonable efforts to cause such Registration Statement to become effective, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their commercially reasonable efforts to complete the Exchange Offer not later than 45 365 calendar days after such effective date. (c) the Issue Date. The Company and the Guarantors Guarantor shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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, telex, 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 Company and the Guarantors Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) of the Company or any Guarantor the Guarantor, (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 Exchange Securities and (4v) 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 Company and the Guarantors Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by on or before the 45th 365th day after the date on which Issue Date (or if such 365th day is not a Business Day, the next succeeding Business Day) 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantor shall use their reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) 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 Exchange Offer. The Company and the Guarantors Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors Guarantor further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors Guarantor agree to furnish to the Participating such Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b)(i) and (xor 2(b)(ii) such Exchange Offer Registration Statement does hereof, has not become effective on or prior to the Anticipated Freely Tradable 365th day after the Issue Date or (ythe “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum for each subsequent 90-day period that elapses, in each case until the Exchange Offer is not completed within 45 days after or the date on which Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. Following the completion of the Exchange Offer or upon the effectiveness of such Shelf Registration Statement with respect to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different event occurs that would give rise to such an increase, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the Target Registration Date, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from the Target Registration Date and (ii) an additional 0.25% per annum for each subsequent 90-day period that elapses, in each case until the Shelf Registration Statement becomes effective, or (ii) up to a maximum increase of 1.00% per annum. If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning commencing on the 61st day immediately following after such Shelf Registration Default Statement cease to be effective or the Prospectus ceases to be useable and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors Guarantor acknowledge that any failure by the Company or the Guarantors Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for a period ending on the Company and earlier of (1) 120 days from the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of date on which the Exchange Offer Registration Statement is declared effective and (2) the date on which no Participating Broker-Dealer is required to deliver a prospectus in connection with market-making or other trading activities (as such Securities cease period may be extended pursuant to be Registrable Securities as a result of becoming Freely Tradable. (bSection 3(d) hereof). The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) Offer. The Company and the Guarantors shall commence the Exchange Offer by mailing or making available delivering the related Prospectus, appropriate letters of transmittal (if applicable) 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) from the date such notice Prospectus is mailed or made availabledelivered) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this AgreementAgreement (including with respect to increases in annual interest rate), 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 transmittaltransmittal (if applicable), to the institution and at the address and in the manner specified in the noticeProspectus, 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 noticeProspectus, 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 Company and 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 it is not engaged in, does not intend to engage in, and has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (b)(iii) above, the Company shall use its commercially reasonable 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 Holders after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be earliest of (i) the time when such Registrable Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 of the Securities Act without any limitations by non-affiliates of the Company under clause (d) of Rule 144 of the Securities Act, (ii) the date on which all such Registrable Securities are disposed of in accordance with the Shelf Registration Statement and (iii) one year after the original effective date of the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies copies, upon request, of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when iv) of the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions ; provided, however, that the parties hereto agree that the additional interest provided for liquidated in this Section 2 is intended to constitute the sole remedy for monetary damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementconnection with any Registration Default.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the Company earlier of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and the Guarantors shall not be required to consummate the related (ii) when all Participating Broker Dealers have sold all of their Exchange Offer Securities (if at any time prior to the consummation of any) and the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) has been completed. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed (or made availablelonger if required by applicable law)) (the “Exchange Dates”); (iii) that 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 Company and 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 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 Securities in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. For the avoidance of doubt, notwithstanding any provision of this Section 2(a) purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company and the Guarantors may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository Trust Company or any successor or similar system permitting electronic transmittal, tender and acceptance of documents and instruments; provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the Depository Trust Company. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination date, Target Registration Date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) one year following the date the Shelf Registration Statement is declared effective and (ii) Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, Holder and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and to cause such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and 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. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that on which there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f2(d) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To If any Registrable Securities are outstanding as of the 380th calendar day following the Issue Date, to the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that (ii) have such Registration Statement to be declared effective and (iii) cause the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time to be consummated on or prior to the consummation 451st calendar day following the Issue Date. The Exchange Offer will be deemed to have been consummated upon the delivery by the Company to the Registrar of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Registrable Securities that were validly tendered (and not withdrawn) by Holders (other than Restricted Holders) thereof pursuant to and prior to the expiration of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors any Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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 Company and the Guarantors any Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities ActSecurities, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Guarantor, (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 and (4v) 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 activitiesactivities and not directly from the Company, 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 SecuritiesSecurities (any Holder that does not satisfy each of the foregoing clauses (i) through (iv), a “Restricted Holder”). As soon as practicable after the last Exchange Date, the Company and the Guarantors any Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee or the Registrar for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors any Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In If any Registrable Securities are outstanding as of the event that 380th calendar day following the Issue Date and (i) the Company and the Guarantors any Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed consummated as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which July 17, 2018 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to cause to be filed as soon promptly as reasonably practicable but, in any event, on or prior to the 30th calendar day after such determination determination, date or such 45th dayShelf Request, as the case may bebe but in no event prior to the 451st calendar day following the Issue Date, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The In the event that the Company and any Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the Guarantors preceding sentence, the Company and any Guarantor shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) 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 consummation of the Exchange Offer. Subject to Section 3(b)(ii), the Company and any Guarantor agree to use their commercially reasonable efforts to (i) cause the Shelf Registration Statement to be declared effective on or prior to the 40th calendar day after the filing thereof and (ii) keep the Shelf Registration Statement continuously effective until the second anniversary of the Issue Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement (i) have been sold pursuant to the Shelf Registration Statement or (ii) cease to be Registrable Securities without the need to be sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and the Guarantors any Guarantor further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors any Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors any Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not consummated or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b) and (x) such Exchange Offer Registration Statement hereof, does not become effective on or prior to the Anticipated Freely Tradable Date or applicable date specified in Section 2(b) hereof (y) the “Target Registration Date”), the Company will, in addition to interest payable on the Securities, pay additional interest on the Registrable Securities (“Shelf Additional Interest”), at a rate equal to 0.25% per annum for the first 90 day period following the Target Registration Date, which Shelf Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90 day period, up to a maximum of 1.00% per annum, until the earliest of the Exchange Offer is not completed within 45 days after being consummated or the date on which the Exchange Offer Shelf Registration Statement becomes Statement, if required hereby, becoming effective, or (ii) a the Securities ceasing to be Registrable Securities and November 30, 2018. If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 45 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing under this paragraph or clauses (i) or (ii) of the immediately preceding paragraph, a “Registration Default”), then, in each case, the annual interest rate on then the Registrable Securities will be increased by accrue Shelf Additional Interest at a rate equal to 0.25% per annum commencing on the 46th day in such 12-month period for the first 90-90 day period beginning on the day immediately following such Registration Default and (ii) date, which Shelf Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-90 day period, up to a maximum of 0.501.00% per annum, in each case until the earlier of the annum and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for useusable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph the preceding paragraphs shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors any Guarantor acknowledge that any failure by the Company or the Guarantors any Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ any Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. . (f) The provisions for liquidated damages set forth in Section 2(fCompany represents, warrants and covenants that it (including its agents and representatives) above shall be the only monetary remedy available will not prepare, make, use, authorize, approve or refer to Holders under this Agreementany Free Writing Prospectus.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange SecuritiesSecurities and (ii) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers; provided, however, provided that if the letters of transmittal relating to the Exchange Offer as provided to the Company and indicate that no Holder is a Broker-Dealer, the Guarantors shall Company will not be required obligated to consummate maintain the related Exchange Offer if at any time prior to effectiveness of such Registration Statement after the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of record 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4iv) if such Holder is a broker-dealer broker­dealer 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject only to any conditionsconditions that are customary for exchange offers in similar transactions, other than including that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveunder applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as reasonably practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities or, if earlier, the first anniversary of the date of issuance of the Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors agree to furnish to the any Participating Holders Holder, upon request, copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) either the Exchange Offer is not completed within 45 days after or the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement Statement, if required hereby, is required in accordance with Section 2(d) and such Shelf Registration Statement not declared effective (x) or does not automatically become effective effective) on or prior to September 10, 2017, the 90th day following the date Company will pay liquidated damages to Holders of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in with the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, effect that the annual interest rate on the Registrable Securities will be increased by 0.251.00% per annum for the first 90-day period beginning on the day immediately following from such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case date until the earlier of date the date such Registration Default ends Exchange Offer is completed or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementShelf Registration Statement, if required hereby, is declared effective by the SEC (or becomes automatically effective). All Additional Interest liquidated damages will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the SecuritiesSecurities under the Indenture. A If the Shelf Registration Default ends (1) in the case of a Registration Default under clause (i)(x)Statement, when the Exchange Offer Registration Statement if required hereby, has been declared effective or automatically becomes effective, as the case may be, 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 (2whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the case Company, then the Company will pay liquidated damages to the Holders of a Registration Default under clause (i)(y), when Registrable Securities with the Exchange Offer is completed, (3) effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in the case of a Registration Default under clause (ii)(x), when such 12-month period and ending on such date that the Shelf Registration Statement becomes effective, has again been declared (or (4automatically becomes) in effective or the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to file with to, after the SEC and Completion Date (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; providedSecurities and (y) have such Registration Statement become effective and, howeverat the request of one or more Participating Broker- Dealers, that remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Participating Broker-Dealers (or such shorter period as will terminate when all Registrable Securities as a result of becoming Freely Tradable. (b) covered by such Registration Statement have been sold pursuant thereto). The Company and the Guarantors Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available delivering 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 from the date such notice the Exchange Offer is mailed or made availablecommenced) (the “Exchange Dates”); (iii) that 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 delivering 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 Company and the Guarantors Guarantor 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and Guarantor, (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, (5) such Holder holds all right, title and interest in and to the Registrable Securities to be exchanged and (6) such Holder transfers all right, title and interest in the Registrable Securities to the Company in exchange for the Exchange Securities free and clear of all liens, encumbrances, or rights or interests of third parties. As soon as practicable after the last Exchange Date, the Company and the Guarantors Guarantor shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures. The Company and the Guarantors Guarantor shall use their commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (a) that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and (b) as expressly set forth herein, including the making of the representations and warranties referred to in the second preceding paragraph and compliance with the terms and conditions set forth in the third preceding paragraph. (db) In the event that (i) the Company and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after Target Registration Date or (iii) prior to the date on which the last Exchange Offer Registration Statement becomes effectiveDate with respect to such Exchange Offer, 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 be exchanged in such Exchange Offer, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed filed, after the Completion Date and as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (I) no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information and (II) the Company and the Guarantor shall be under no obligation to file any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof. In the event that the Company and the Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantor shall use their commercially reasonable 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 Exchange Offer. The Company and the Guarantors Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which the Securities covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors Guarantor further agree to use their commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested in writing pursuant to the notice provisions hereof by a Participating Holder of Registrable Securities with respect to information relating to such HolderHolder prior to the end of the Shelf Effectiveness Period, and to use their commercially reasonable 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 Company and the Guarantors Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the definition of Registration Expenses) and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (fd) 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 SECSEC or otherwise becomes effective pursuant to SEC rules. A Shelf Registration Statement pursuant to Section 2(d2(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. In the event that (i) an Exchange Offer Registration Statement is required Act or otherwise becomes effective pursuant to Section 2(a) and (x) such Exchange Offer SEC rules. If a Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. . (e) The Company shall notify be entitled to suspend their obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) for one or more periods not to exceed an aggregate of 120 days during any 12-month period if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or the Guarantor that may require disclosure in the Shelf Registration Default within five Business Days after each Statement or Prospectus and every date on which a the Company determines in the exercise of its reasonable judgment (and not for the purpose of avoidance of its obligations hereunder) that such disclosure is not in the best interest of the Company and its stockholders. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension to the Participating Holders pursuant to Section 3(vi)(7). Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension pursuant to Section 3(vi)(7). Any such delay or suspension shall not defer the obligations of the Company to pay additional interest provided by the paragraph above with respect to Registration Default occursDefault. (gf) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors Guarantor acknowledge that any failure by the Company or the Guarantors Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ Guarantor obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker- Dealers until the Company earlier of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and the Guarantors shall not be required to consummate the related (ii) when all Participating Broker Dealers have sold all of their Exchange Offer Securities (if at any time prior to the consummation of any) and the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) has been completed. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed (or made availablelonger if required by applicable law)) (the “Exchange Dates”); ; (iii) that 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 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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. (f) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement on the appropriate form under the Securities Act, as selected by the Company, covering an offer to the Holders to exchange all the Registrable Securities Notes for Exchange Securities; providedNotes and (y) have such Registration Statement become effective on or before the Target Registration Date, howeverand, that if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after (but in no event later than 30 days after) the Exchange Offer Registration Statement is declared effective by the SEC SEC, and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate letters of transmittal Prospectus 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 such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities Notes 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 from the date such notice Prospectus is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that any Registrable Security Note 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 Note exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, Note to the institution and at the address and in the manner specified in the noticeProspectus, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable SecurityNote, in each case prior to the close of business on the last Exchange DateDate with respect to such Exchange Offer; and (v) that any Holder of Registrable Notes will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer, by (A) sending to the institution and at the address specified in the noticeProspectus, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable SecuritiesNotes. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the such 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 Securities Notes in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 Notes and (45) if such Holder is a broker-dealer that will receive Exchange Securities Notes for its own account in exchange for Registrable Securities Notes 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 SecuritiesNotes. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities Notes or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the pursuant to such Exchange Offer; and (IIii) deliverin cooperation with the Trustee, or cause to be delivered, to effect the Trustee for cancellation all exchange of Registrable Securities 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 Securities equal Notes in principal amount to the principal amount of the Registrable Securities tendered by such Holderaccordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use reasonable best efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any under applicable law or if applicable interpretations of the Staff or (ii) do not permit the Company to effect the Exchange Offer, or, if for any reason the Company does not consummate the Exchange Offer is not for any other reason completed by the 45th day after later of the Target Registration Date and the date on which the Company receives a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Notes that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed and become effective, as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement on the appropriate form under the Securities Act, as selected by the Company, providing for the sale of all the Registrable Securities Notes by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (a) no Holder will be entitled to have any Registrable Securities Notes included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b3(c) hereofand, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Company shall be under no obligation to file or cause to become effective any such Shelf Registration Statement before it is obligated to file or cause to become effective an Exchange Offer Registration Statement pursuant to Section 2(a). The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities date on which the Notes covered thereby cease to be Registrable Securities Notes (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities Notes with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) hereof2(b). 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 Notes pursuant to the Shelf Registration Statement. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior Default occurs with respect to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseNotes, the annual interest rate on the Registrable Securities Notes (and only the Registrable Notes) will be increased by (i) 0.25% per annum for the first 90-90 day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-90 day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends with respect to any Note when such Note ceases to be a Registrable Note or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) or (ii) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Notes becomes effective, effective or (2) in the case of a Registration Default under clause (i)(y)iii) of the definition thereof, when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for useusable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Notes for Exchange Notes in the Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and upon the completion of the Exchange Offer, such Notes will no longer constitute Registrable Notes hereunder. Any amounts of additional interest due under this Section 2(d) will be payable in cash on the regular interest payment dates of the Notes. The additional interest will be determined by multiplying the applicable additional interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360-day year composed of twelve 30-day months, but it being understood that if the regular interest payment date of the Notes is not a Business Day and the payment is made on the next succeeding Business Day, no further interest will accrue as a result of such delay), and the denominator of which is 360. (e) The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of a the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default within five Business Days after each and every date on which a Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (gf) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement2(b).

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors Guarantor shall use their commercially reasonable best efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement with the SEC within 365 days after the Issue Date (or, if earlier, within 30 days after the effectiveness of any registration statement the Company files covering the initial public offering of the Company’s equity securities (the “IPO Registration Statement”); such earlier date, the “Target Filing Date”), covering an offer to the Holders of the Registrable Securities to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 180 days after the Company and the Guarantors shall not be required last Exchange Date for use by one or more Participating Broker-Dealers pursuant to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (bSection 4(b) hereof. The Company and the Guarantors Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) the Target Registration Date. The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal Prospectus 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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 hereinin Section 2(b) hereof; (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 transmittalaccompanying documents, 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 Company and the Guarantors Guarantor 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any the 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 Company and the Guarantors Guarantor shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors Guarantor shall use their commercially 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. For the avoidance of doubt, notwithstanding any provision of this Section 2(a) purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company and the Guarantor may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository Trust Company or any successor or similar system permitting electronic transmittal, tender and acceptance of documents and instruments, provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the Depository Trust Company. (db) In the event that (i) the Company and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, in each case unless the Company and Guarantor shall have previously done so, the Company and the Guarantors Guarantor shall use their commercially reasonable best efforts to cause to be filed as soon as practicable after such determination or such 45th daythe Target Registration Date or, as if later, the case may bedate of the Shelf Request, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantor 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 Exchange Offer. The Company and the Guarantors Guarantor agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors Guarantor 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially 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 Company and the Guarantors Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that . (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual interest rate on the Registrable Securities will be increased by the following amounts (hereinafter referred to as “Additional Interest”) (A) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (iiB) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends, provided that the maximum increase shall be 1.00% per annum. (ii) A Registration Default ends or when the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveor the Shelf Registration Statement is filed, (2) in the case of a Registration Default under clause (i)(y)ii) of the definition thereof, when the Exchange Offer is completedcompleted or when the Shelf Registration Statement becomes effective, (3) in the case of a Registration Default under clause (ii)(x)iii) or (iv) of the definition thereof, when the Shelf Registration Statement becomes effective, effective or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable, or (5) in the case of a Registration Default under clause (vi) of the definition thereof, when a Shelf Registration Statement registering the Registrable Securities becomes effective (subject to clause (v) of the “Registration Default” definition). If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (gf) Without limiting The payment of Additional Interest as provided in Section 2(e)(i) hereof shall be the remedies sole and exclusive remedy available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may or Initial Purchaser for a Registration Default. For the avoidance of doubt, no Holder, Initial Purchaser or other party shall seek or be required entitled to specifically enforce specific performance of the Company’s and the Guarantors’ or Guarantor’s obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementhereunder.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or the SEC or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company Issuers and the Guarantors Guarantor shall prepare and use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 90 days after the Company last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, 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 period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); (iii) that 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 on or 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 Company Issuers and the Guarantors Guarantor 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Company Securities Act) of any Issuer or any the 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 Company Issuers and the Guarantors Guarantor shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company Issuers and the Guarantors Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (di) In the event that (i) the Company Issuers and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or is prohibited by the SEC or applicable interpretations of the Staff or (ii) 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 be exchanged in the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effectiveOffer, the Company Issuers and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company Issuers as is contemplated by Section 3(b) hereof. The Company In the event that the Issuers and the Guarantors Guarantor are required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding paragraph, the Issuers and the Guarantor shall use their commercially reasonable 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 Exchange Offer. The Issuers and the Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement Statement, if required, continuously effective until the earliest of (x) the date the Securities cease to be Registrable Securities, (y) the date that is one year after the effective date of such Shelf Registration Statement and (z) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to sell such Securities without restriction, and without reliance as to the availability of current public information, pursuant to Rule 144 promulgated under the Securities Act (the “Shelf Effectiveness Period”). The Company Issuers and the Guarantors Guarantor 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 Company Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Participating Holder, and to use their commercially reasonable 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 practicablepracticable subject to Section 3(d) below. The Company Issuers and the Guarantors Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company Issuers and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 Exchange Offer Registration Statement and the Shelf Registration Statement. (fd) An Exchange Offer If a 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(d) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing Default occurs with the SEC as provided by Rule 462 under the Securities Act. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior respect to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) of a “Registration Default”), then, in each caseSeries, the annual interest rate on the Registrable Securities of such Series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following of such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until the earlier of until, but not including, the date such Registration Default ends, up to a maximum increase of 0.50% per annum (such interest referred to in clauses (i) and (ii) above, “Additional Interest”). A Registration Default, with respect to the Registrable Securities of a Series, ends or when the Securities otherwise of such Series cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting It is acknowledged that the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and interest rate increase set forth in Section 2(d) hereof may result in material irreparable injury to is the Dealer Managers or the Holders sole remedy 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 Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementdefault hereunder.

Registration Under the Securities Act. (a) To The Company agrees to file under the extent not prohibited Securities Act as promptly as practicable but in any event within ninety (90) calendar days after the Closing Date a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by any applicable law or applicable interpretations the Holders of, all of the StaffRegistrable Securities, if on pursuant to Rule 415 or any similar rule that may be adopted by the Anticipated Freely Tradable Commission. The Company agrees to use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective within one hundred eighty (180) calendar days after the Closing Date and to keep such Shelf Registration Statement continuously effective until such time as there are no longer any Registrable Securities outstanding (the “Effective Period”). None of the Company’s securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement. (b) The Company further agrees that it shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities are Registrable SecuritiesAct; 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 and the Guarantors shall use their commercially reasonable efforts agrees to file with the SEC and cause to become effective, an Exchange Offer Registration Statement covering an offer furnish to the Holders to exchange all of the Registrable Securities for Exchange Securitiescopies 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 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 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 best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (c) Each Holder of Registrable Securities agrees that if such Holder 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) and Section 3(b). From and after the date the Shelf Registration Statement is declared or becomes effective, the Company shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within fifteen (15) calendar days after the date of receipt of such Notice and Questionnaire, or if the use of the Prospectus has been suspended by the Company under Section 3(b) at the time of receipt of the Notice and Questionnaire, fifteen (15) calendar days after the expiration of the period during which the use of the Prospectus is suspended: (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other 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 Guarantors related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable best efforts to cause such post-effective amendment to be declared or to otherwise become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing, the Company shall not be required to consummate file more than two post-effective amendments to the Shelf Registration Statement or three supplements to the related Exchange Offer Prospectus during any calendar quarter; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(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(c) (whether 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 Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(c). (d) Prior to the second anniversary of the Closing Date, 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 ninety (90) calendar days following the Closing Date, then commencing on the ninety first (91st) calendar day after the Closing Date, 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 ninety (90) calendar days following such ninety first (91st) calendar day and at a rate of 0.50% per annum thereafter; or (ii) if the Shelf Registration Statement is not declared effective and does not otherwise become effective within one hundred eighty (180) calendar days following the Closing Date, then commencing on the one hundred eighty first (181st) calendar day after the Closing Date, 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 ninety (90) calendar days following such one hundred eighty first (181st) calendar 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(c) within the time periods required therein, then commencing on the first day after the date by which the Company were required to perform such obligations, 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 ninety (90) calendar days and at a rate of 0.50% per annum thereafter; or (iv) if the Shelf Registration Statement has been declared effective or has otherwise become effective but such Shelf Registration Statement ceases to be effective at any time prior during the Effective Period (other than pursuant to Section 3(b)), then commencing on the consummation day such Shelf Registration Statement ceases to be effective, Additional Interest shall accrue on the principal amount of the Exchange Offer outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for the first ninety (90) calendar days following such Securities cease 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), 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 ninety (90) calendar 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(c) within the time periods required therein (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) above), (5) upon 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 (v) above), (6) upon the termination of certain transfer restrictions on the Securities as a result of becoming Freely Tradable. (bthe application of Rule 144(k) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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, successor provision or (B7) effect such exchange otherwise in compliance with upon the applicable procedures second anniversary of the depositary for such Registrable SecurityClosing Date, in each case prior to the close of business Additional Interest 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 Notes 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th dayclause, as the case may be, a Shelf Registration Statement providing for shall cease to accrue. Additional Interest on the sale Notes, if any, will be payable in cash in accordance with the provisions of the Indenture governing the payment of interest on the Notes. Following the cure of all Registration Defaults requiring the payment of Additional Interest to the Holders of Notes that are Registrable Securities by pursuant to this Section 2, the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder accrual of Additional Interest will be entitled to have any Registrable Securities included cease (without in any Shelf way limiting the effect of any subsequent Registration StatementDefault requiring the payment of Additional Interest). Notwithstanding any provision in this Agreement, or entitled in no event shall Additional Interest accrue to use the prospectus forming a part Holders of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereofShares issued upon conversion of Notes. 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 that the sole monetary damages payable for a violation of the terms of this Agreement with respect to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to which additional monetary amounts are expressly provided shall be Registrable Securities (the “Shelf Effectiveness Period”as set forth in this Section 2(d). The Company and the Guarantors further agree to supplement Nothing shall preclude a Notice Holder 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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 SECthis Agreement. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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 A Shelf Registration Statement. (f) An Exchange Offer Registration Statement pursuant to this Section 2(a) hereof 2 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(d) hereof will not be deemed to have become effective unless it has been declared effective by the SEC Commission or is automatically effective upon filing with the SEC Commission as provided by Rule 462 under the Securities Act. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or the SEC or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company Issuers and the Guarantors Guarantor shall prepare and use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 90 days after the Company last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, 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 period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); (iii) that 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 on or 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 Company Issuers and the Guarantors Guarantor 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Company Securities Act) of any Issuer or any the 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 Company Issuers and the Guarantors Guarantor shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company Issuers and the Guarantors Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) (i) In the event that (i) the Company Issuers and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or is prohibited by the SEC or applicable interpretations of the Staff or (ii) 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 be exchanged in the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effectiveOffer, the Company Issuers and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company Issuers as is contemplated by Section 3(b) hereof. The Company In the event that the Issuers and the Guarantors Guarantor are required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding paragraph, the Issuers and the Guarantor shall use their commercially reasonable 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 Exchange Offer. The Issuers and the Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement Statement, if required, continuously effective until the earliest of (x) the date the Securities cease to be Registrable Securities, (y) the date that is one year after the effective date of such Shelf Registration Statement and (z) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to sell such Securities without restriction, and without reliance as to the availability of current public information, pursuant to Rule 144 promulgated under the Securities Act (the “Shelf Effectiveness Period”). The Company Issuers and the Guarantors Guarantor 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 Company Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Participating Holder, and to use their commercially reasonable 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 practicablepracticable subject to Section 3(d) below. The Company Issuers and the Guarantors Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company Issuers and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 Exchange Offer Registration Statement and the Shelf Registration Statement. (fd) An Exchange Offer If a 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(d) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing Default occurs with the SEC as provided by Rule 462 under the Securities Act. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior respect to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) of a “Registration Default”), then, in each caseSeries, the annual interest rate on the Registrable Securities of such Series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following of such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until the earlier of until, but not including, the date such Registration Default ends, up to a maximum increase of 0.50% per annum (such interest referred to in clauses (i) and (ii) above, “Additional Interest”). A Registration Default, with respect to the Registrable Securities of a Series, ends or when the Securities otherwise of such Series cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting It is acknowledged that the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and interest rate increase set forth in Section 2(d) hereof may result in material irreparable injury to is the Dealer Managers or the Holders sole remedy 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 Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementdefault hereunder.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (ii) keep the Company and the Guarantors shall not be required to consummate the related Exchange Offer Registration Statement effective for not less than 20 Business Days (or longer, if at any time prior to required by applicable law) after the consummation date on which notice of the Exchange Offer such Securities cease is mailed to be Registrable Securities as a result of becoming Freely Tradable. (b) the Holders. The Company and the Guarantors Guarantor shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. . The Exchange Offer shall be deemed “completed” for purposes of this Agreement upon the occurrence of (cA) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (B) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to clause (ii) of this paragraph, and (C) the delivery by the Company to the Trustee under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Securities that were tendered by Holders thereof pursuant to the Exchange Offer. The Company and the Guarantors Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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 delivering 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 Company and the Guarantors Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate affiliate of the Company or any the Guarantor and (4iv) 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 Company and the Guarantors Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day within 60 days after the date on which of effectiveness of the Exchange Offer Registration Statement becomes effectiveor (iii) prior to the 20th day following completion of the Exchange Offer, an Initial Purchaser so requests in writing (a “Shelf Request”) with respect to Securities that are not eligible to be exchanged for Exchange Securities in the Exchange Offer and that are held by it following completion of the Exchange Offer, the Company and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof to be filed and to have such become effective on or prior to the Shelf Registration Statement become effectiveEffectiveness Deadline; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof; provided further, the Company may, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective registration statement for use by the Holders as a Shelf Registration Statement, relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement, and any such existing registration statement, as so designated, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. In the event that the Company and the Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantor shall use their commercially reasonable 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 Exchange Offer. The Company and the Guarantors Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) the earliest date that is not less than three years after the date of this Agreement and on which all Registrable Securities (except Securities held by an affiliate of the Company) are no longer subject to any restrictions on transfer under the Securities Act, including restrictions on transfer pursuant to Rule 144 under the Securities Act, and (ii) the date on which the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (ec) The Company and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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 periodthereafter, until and including the date such Registration Default ends, up to a maximum aggregate increase of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y)ii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iii) or (4) in the case of a Registration Default under clause (ii)(y)iv) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that on which there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company Any accrued and unpaid interest (including the additional interest provided for in this Section 2(d)) on any of the Registrable Securities shall, upon the issuance of an Exchange Security in exchange therefor, cease to be payable to the Holder of such Registrable Security, but such accrued and unpaid interest (including the additional interest provided for in this Section 2(d)) shall notify be payable on the Trustee of a Registration Default within five Business Days after each and every next interest payment date for such Exchange Security to the holder thereof on which a Registration Default occursthe related record date. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors Guarantor acknowledge that any failure by the Company or the Guarantors Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions ; provided, however, that the parties hereto agree that the additional interest provided for liquidated in this Section 2 is intended to constitute the sole remedy for monetary damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementconnection with any Registration Default.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable SecuritiesExcept as set forth in Section 2(b) below, the Company and the Guarantors shall use their commercially reasonable efforts agrees to file with under the SEC and cause to become effectiveSecurities Act, an Exchange Offer Registration Statement covering an offer to as soon as practicable, but no later than 60 days after the Holders to exchange all the Registrable Securities for Exchange Securities; providedClosing, however, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable.registration statement (b) The Company and If prior to the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors shall commence the Exchange Offer 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 time the Exchange Offer is being made pursuant to this Agreement and completed existing Commission interpretations are changed such that all Registrable the 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 received by holders other than Restricted Holders in 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 are not or other trading activitieswould not be, then such Holder will deliver a Prospectus (orupon receipt, 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 Company and the Guarantors shall:transferable by (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (dc) In the event that (i) the Company and the Guarantors determine that has not filed the Exchange Offer Registration provided for in Section 2(a) hereof is not available Statement or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law Shelf Registration Statement on or applicable interpretations of the Staff or (ii) the Exchange Offer is not for any other reason completed by the 45th day after before the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause such registration statement is required to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(b), respectively, or (ii) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale such Exchange Registration Statement or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (f) An Exchange Offer 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) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date 2(b), respectively, or (yiii) the Exchange Offer is has not been completed within 45 days after the initial effective date on which of the Exchange Registration Statement relating to the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when if the Exchange Offer is completed, then required to be made) or (3iv) in the case of a any Exchange Registration Default under clause (ii)(x), when the Statement or Shelf Registration Statement becomes effective, required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the (4d) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify take all reasonable actions necessary or advisable to be taken by it to ensure that the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurstransactions contemplated herein are effected as so contemplated. (ge) Without limiting the remedies available Any reference herein to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 a registration statement as of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above time shall be the only monetary remedy available deemed to Holders under this Agreementinclude 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 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) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the outstanding Registrable Securities for Exchange Securities; providedNotes and (y) cause such Registration Statement to become effective by the Target Registration Date and, howeverif requested by one or more Participating Broker-Dealers, that remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer for each series of New Notes promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer for such series not later than 45 60 days after such effective date. (c) The . After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer for each series by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, 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 such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities of such series 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 from the date such notice is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that 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 of a series exchanged pursuant to the Exchange Offer for such series 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 DateDate with respect to such Exchange Offer; and (v) that any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer for such series, 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 Registrable 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 an Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the such 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 Securities Notes in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 Notes and (45) if such Holder is a broker-dealer that will receive Exchange Securities Notes 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 SecuritiesNotes. As soon as practicable after the last Exchange DateDate with respect to an Exchange Offer for Registrable Securities of a series, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the pursuant to such Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series 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 Securities Notes of such series equal in principal amount to the principal amount of the Registrable Securities of such series tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the each Exchange Offer as provided above and shall use commercially reasonable efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the each Exchange Offer. The No Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (db) In the event that If (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) reason the Exchange Offer is not for completed on or prior to the Target Registration Date or (ii) following the Target Registration Date the Company receives a written request (a “Shelf Request”) from any other reason completed by Dealer Manager representing that it holds Registrable Securities of the 45th day after the date on which the applicable series that are or were ineligible to be exchanged in any such Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, become effective a Shelf Registration Statement providing for the sale of all the Registrable Securities of such series by the Holders thereof and to have such Shelf Registration Statement become effectivethereof; provided that (1) no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (2) the Company shall be under no obligation to file any such Shelf Registration Statement before they are obligated to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding sentence, the Company shall use its commercially reasonable 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 Holders after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities date on which the New Notes covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant Default occurs with respect to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date series of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseSecurities, the annual interest rate on the Registrable Securities (and only the Registrable Securities) of such series 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% per annum. A Registration Default ends with respect to any New Notes when such New Notes cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer for such series is completed or when the Shelf Registration Statement covering such Registrable Securities becomes effective, effective or (2) in the case of a Registration Default under clause (i)(y), when ii) of the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Securities is consummated, any Holder who was, at the time such Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its New Notes for Exchange Notes in such Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and such New Notes will no longer constitute Registrable Securities hereunder. (e) The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or any of a its subsidiaries that may require disclosure in the Shelf Registration Default within five Business Days after each Statement or Prospectus and every date on which a the Company determines that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (gf) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement on the appropriate form under the Securities Act, as selected by the Company, covering an offer to the Holders to exchange all the Registrable Securities Notes for Exchange Securities; providedNotes and (y) have such Registration Statement become effective on or before the Target Registration Date, howeverand, that if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after (but in no event later than 30 days after) the Exchange Offer Registration Statement is declared effective by the SEC SEC, and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate letters of transmittal Prospectus 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 such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities Notes 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 from the date such notice Prospectus is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that any Registrable Security Note 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 Note exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, Note to the institution and at the address and in the manner specified in the noticeProspectus, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable SecurityNote, in each case prior to the close of business on the last Exchange DateDate with respect to such Exchange Offer; and (v) that any Holder of Registrable Notes will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer, by (A) sending to the institution and at the address specified in the noticeProspectus, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable SecuritiesNotes. As a condition to participating in the an Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the such 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 Securities Notes in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 Notes and (45) if such Holder is a broker-dealer that will receive Exchange Securities Notes for its own account in exchange for Registrable Securities Notes 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 SecuritiesNotes. As soon as practicable after the last Exchange DateDate with respect to an Exchange Offer for Registrable Notes of a series, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities Notes or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the pursuant to such Exchange Offer; and (IIii) deliverin cooperation with the Trustee, or cause to be delivered, to effect the Trustee for cancellation all exchange of Registrable Securities 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 Securities equal Notes in principal amount to the principal amount of the Registrable Securities tendered by such Holderaccordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use reasonable best efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any under applicable law or if applicable interpretations of the Staff or (ii) do not permit the Company to effect the Exchange Offer, or, if for any reason the Company does not consummate the Exchange Offer is not for any other reason completed by the 45th day after later of the Target Registration Date and the date on which the Company receives a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Notes that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed and become effective, as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement on the appropriate form under the Securities Act, as selected by the Company, providing for the sale of all the Registrable Securities Notes by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (a) no Holder will be entitled to have any Registrable Securities Notes included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b3(c) hereofand, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Company shall be under no obligation to file or cause to become effective any such Shelf Registration Statement before it is obligated to file or cause to become effective an Exchange Offer Registration Statement pursuant to Section 2(a). The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities date on which the Notes covered thereby cease to be Registrable Securities Notes (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities Notes with respect to information relating to such Holder, and to use their its commercially reasonable 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 practicablepracticable thereafter. The Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) hereof2(b). 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 Notes pursuant to the Shelf Registration Statement. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant Default occurs with respect to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date series of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseNotes, the annual interest rate on the Registrable Securities Notes (and only the Registrable Notes) of such series will be increased by (i) 0.25% per annum for the first 90-90 day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-90 day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends with respect to any Note when such Note ceases to be a Registrable Note or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) or (ii) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Notes becomes effective, effective or (2) in the case of a Registration Default under clause (i)(y)iii) of the definition thereof, when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for useusable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Notes for Exchange Notes in the Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and upon the completion of the Exchange Offer, such Notes will no longer constitute Registrable Notes hereunder. Any amounts of additional interest due under this Section 2(d) will be payable in cash on the regular interest payment dates of the Notes. The additional interest will be determined by multiplying the applicable additional interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360-day year composed of twelve 30-day months, but it being understood that if the regular interest payment date of the Notes is not a Business Day and the payment is made on the next succeeding Business Day, no further interest will accrue as a result of such delay), and the denominator of which is 360. (e) The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of a the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default within five Business Days after each and every date on which a Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (gf) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers or and 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 Dealer Managers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement2(b).

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to (i) file with the SEC and or cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however(ii) use their commercially reasonable efforts to cause such Registration Statement to become effective, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their commercially reasonable efforts to complete the Exchange Offer not later than 45 270 days after the Issue Date. The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such effective date. (c) period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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, telex, 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 Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) of the Company or any Guarantor (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 Exchange Securities and (4v) 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine or Parent determines that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by on or before the 45th 270th day after the date on which Issue Date (or if such 270th day is not a Business Day, the next succeeding Business Day) 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially reasonable best efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided . In the event that no Holder will be entitled the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their reasonable best efforts to file and have any become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities included in any and a Shelf Registration Statement, or entitled to use Statement (which may be a combined Registration Statement with the prospectus forming a part of such Shelf Exchange Offer Registration Statement, until such Holder shall have delivered a completed ) with respect to offers and signed Notice and Questionnaire and provided such other information regarding such Holder to sales of Registrable Securities held by the Company as is contemplated by Section 3(b) hereofInitial Purchasers after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be second anniversary of the Issue Date 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 (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, Statement and 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 and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Upon the written request of Holders of Registrable Securities, the Company and the Guarantors agree to furnish to the Participating such Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(aSections 2(b)(i) and or (xii) such Exchange Offer Registration Statement does hereof, has not become effective on or prior to the Anticipated Freely Tradable 270th day after the Issue Date or (ythe “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) 0.50% per annum thereafter, in each case until the Exchange Offer is not completed within 45 days after or the date on which Shelf Registration Statement, if required hereby, becomes effective. Following the completion of the Exchange Offer or upon the effectiveness of such Shelf Registration Statement with respect to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different event occurs that would give rise to such an increase, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Target Registration Date and (y) 90 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) 0.50% per annum thereafter, in each case until the Shelf Registration Statement becomes effective, or (ii) a . If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning commencing on the 61st day immediately following after such Shelf Registration Default Statement cease to be effective or the Prospectus ceases to be useable and (ii) an additional 0.250.50% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annumthereafter, in each case until the earlier of the and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors any Guarantor to comply with their obligations under Section Sections 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section Sections 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f. (f) above shall be Each of the only monetary remedy available Company and the Guarantors represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to Holders under this Agreementany Free Writing Prospectus.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the Company earlier of (i) 180 days after the last Exchange Date and (ii) the Guarantors shall not be date on which a Participating Broker-Dealer is no longer required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as deliver a result of becoming Freely Tradable. (b) prospectus in connection with market-making or other trading activities. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, the related Prospectus, appropriate letters of transmittal and other accompanying documents documents, if any, 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 from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); (iii) that 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 letter 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 Company and 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their its commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after Target Registration Date or (iii) the date on which Company receives a written request (a “Shelf Request”) within 30 days following the last Exchange Date from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or be entitled to use the prospectus Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company shall use its commercially reasonable 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 (and which were ineligible to be exchanged in the Exchange Offer) after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees, except during a Suspension Period, 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 StatementStatement and the fees and expenses of any counsel or other advisors or experts retained by such Holder, other than the counsel specifically referred to in clause (vii) of the definition of Registration Expenses. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the ends, up to a maximum aggregate increase under (i) and (ii) of 1.00% per annum. A Registration Default as to any Securities otherwise will end when such Securities cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when iv) of the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins began on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available Notwithstanding any provision in this Agreement to the Dealer Managers and the Holderscontrary, the Company shall be permitted by notice to the Participating Holders (a “Suspension Notice”) to suspend the use of a Shelf Registration Statement or the related Prospectus (which, for this purpose, includes the Prospectus included in the Exchange Offer Registration Statement following the completion of the Exchange Offer) without paying additional interest for a period (a “Suspension Period”) not to exceed 30 consecutive calendar days or an aggregate of 60 calendar days in any twelve-month period, if, in the Company’s good faith determination, the continued effectiveness of such Shelf Registration Statement and the Guarantors acknowledge use of the related Prospectus would require the public disclosure of material non-public information of the Company. As promptly as practicable following its good faith determination that any failure by the event causing the particular Suspension Period no longer exists, the Company or shall terminate the Guarantors Suspension Period and notify each Participating Holder of such termination; provided however that if the Company is required to comply pay additional interest in accordance with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to as of the Dealer Managers or the Holders for which there is no adequate remedy at lawcommencement of a Suspension Period, that it will not be possible continue to measure damages for such injuries precisely and that, in the event of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce pay additional interest during the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this AgreementSuspension Period.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities Shares for Exchange Securities; provided, however, that Shares and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the Company earlier of (i) 180 days after the last Exchange Date and (ii) the Guarantors shall not be date on which a Participating Broker-Dealer is no longer required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as deliver a result of becoming Freely Tradable. (b) prospectus in connection with market-making or other trading activities. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Shares, the related Prospectus, appropriate letters of transmittal and other accompanying documents documents, if any, 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 Shares 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 from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); (iii) that any Registrable Security Share not tendered will remain outstanding and continue to accrue interest accumulate dividends but will not retain any rights under this Agreement, except as otherwise specified herein; (iv) that any Holder electing to have a Registrable Security Share exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable SecurityShare, together with the appropriate letters letter 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 SecurityShare, 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 number of Registrable Securities Shares delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities shares of Preferred Stock exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable SecuritiesShares. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities Shares 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 it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities Shares in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities Shares for its own account in exchange for Registrable Securities Shares 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 SecuritiesShares. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (I) accept for exchange Registrable Securities Shares or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee transfer agent for cancellation all Registrable Securities Shares or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee transfer agent to promptly authenticate and deliver to each Holder, Exchange Securities Shares equal in principal amount number to the principal amount number of the Registrable Securities Shares tendered by such Holder. The Company and the Guarantors shall use their its commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after Target Registration Date or (iii) the date on which Company receives a written request (a “Shelf Request”) within 30 days following the last Exchange Date from any Initial Purchaser representing that it holds Registrable Shares that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities Shares by the Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities Shares included in any Shelf Registration Statement, or be entitled to use the prospectus Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company is required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company shall use its commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Shares 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 Shares held by the Initial Purchasers (and which were ineligible to be exchanged in the Exchange Offer) after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities shares of Preferred Stock cease to be Registrable Securities Shares (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees, except during a Suspension Period, 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities Shares with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 Shares pursuant to the Shelf Registration StatementStatement and the fees and expenses of any counsel or other advisors or experts retained by such Holder, other than the counsel specifically referred to in clause (vi) of the definition of Registration Expenses. (fd) 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(d2(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. In If a Registration Default occurs, special dividends will accumulate on the event that Registrable Shares (in addition to the regular cumulative dividends on such Registrable Shares) at a rate of (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 0.25% per annum per $1,000 liquidation preference for the first 90-day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum per $1,000 liquidation preference with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise ends, up to a maximum aggregate increase under (i) and (ii) of 1.00% per annum per $1,000 liquidation preference. A Registration Default as to any shares of Preferred Stock will end when such shares of Preferred Stock cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends Shares or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when iv) of the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate special dividends provided for by this paragraph shall apply as if there occurred a single Registration Default that begins began on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available Notwithstanding any provision in this Agreement to the Dealer Managers and the Holderscontrary, the Company shall be permitted by notice to the Participating Holders (a “Suspension Notice”) to suspend the use of a Shelf Registration Statement or the related Prospectus (which, for this purpose, includes the Prospectus included in the Exchange Offer Registration Statement following the completion of the Exchange Offer) without special dividends accumulating on the Registrable Shares for a period (a “Suspension Period”) not to exceed 30 consecutive calendar days or an aggregate of 60 calendar days in any twelve-month period, if, in the Company’s good faith determination, the continued effectiveness of such Shelf Registration Statement and the Guarantors acknowledge use of the related Prospectus would require the public disclosure of material non-public information of the Company. As promptly as practicable following its good faith determination that any failure by the event causing the particular Suspension Period no longer exists, the Company or shall terminate the Guarantors to comply Suspension Period and notify each Participating Holder of such termination; provided however that if special dividends are accumulating on the Registrable Shares in accordance with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury as of the commencement of a Suspension Period, they will continue to accumulate during the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this AgreementSuspension Period.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for a period ending on the Company and earlier of (i) 120 days from the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which no Broker-Dealer is required to deliver a prospectus in connection with market-making or other trading activities (as such Securities cease period may be extended pursuant to be Registrable Securities as a result of becoming Freely Tradable. (bSection 3(d) hereof). The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) Offer. The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this AgreementAgreement (including with respect to increases in annual interest rate), 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 Company and 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 it is not engaged in, does not intend to engage in, and has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Guarantors 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company and the Guarantors all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Holder not materially misleading. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Holders after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be earliest of (i) the time when such Registrable Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 of the Securities Act without any limitations by non-affiliates of the Company and the Guarantors under clause (d) of Rule 144 of the Securities Act, (ii) the date on which all such Registrable Securities are disposed of in accordance with the Shelf Registration Statement and (iii) one year after the original effective date of the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors agree to furnish to the Participating Holders copies copies, upon request, of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared 10 effective by the SEC. A Shelf Registration Statement pursuant to Section 2(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when iv) of the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Manager and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Manager 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 such failure, the Dealer Managers Manager or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions ; provided, however, that the parties hereto agree that the additional interest provided for liquidated in this Section 2 is intended to constitute the sole remedy for monetary damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementconnection with any Registration Default.

Registration Under the Securities Act. (a) a. To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the outstanding Registrable Securities for Exchange Securities; providedNotes and (y) cause such Registration Statement to become effective by the Target Registration Date and, howeverif requested by one or more Participating Broker-Dealers, that remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly for ADI Notes after the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not no later than 45 60 days after such effective date. (c) The . After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, the related Prospectus, any 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 such 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, except to the extent not permitted by law, applicable interpretations of the Staff or as otherwise contemplated in this Agreement; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that 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 any 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 DateDate with respect to such Exchange Offer; and (v) that any Holder of Registrable Securities will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer, 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 Registrable 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 Company and the Guarantors that (1) any Exchange Securities Notes 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 it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities Notes in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 Notes and (45) if such Holder is a broker-dealer that will receive Exchange Securities Notes 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 SecuritiesNotes. As soon as practicable after the last Exchange DateDate with respect to the Exchange Offer for Registrable Securities, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered for exchange and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities Notes equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder; provided that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Securities in accordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use commercially reasonable efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (d) In the event that b. If (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) reason the Exchange Offer is not for completed on or prior to the Target Registration Date, (ii) any other reason completed by holder of ADI Notes notifies the 45th Company in writing prior to the 20th day after the date on which following completion of the Exchange Offer that it is not (or, if the Exchange Offer has been completed, was) eligible to participate in the Exchange Offer or did not receive fully tradeable Exchange Notes pursuant to the Exchange Offer or (iii) following the Target Registration Statement becomes effectiveDate the Company receives a written request (from the Dealer Manager representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer (each of the notices or requests in the foregoing clauses (ii) and (iii), a “Shelf Request”), the Company and the Guarantors shall use their its commercially reasonable efforts to file and cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, become effective a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effectivethereof; provided that (1) no Holder will be entitled to have any Registrable Securities included in any the Shelf Registration Statement, or entitled to use the prospectus forming a part of such the Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (2) the Company shall be under no obligation to file any such Shelf Registration Statement before it is obligated to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof. In the event that the Company is required to file a Shelf Registration Statement pursuant to a Shelf Request, the Company shall use its commercially reasonable 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 Holders after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities date on which the ADI Notes covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. (e) c. The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (f) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant Default occurs with respect to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseSecurities, the annual interest rate on the Registrable Securities (and only 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% per annum. A Registration Default ends with respect to any ADI Notes when such ADI Notes cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Securities becomes effective, or (2) in the case of a Registration Default under clause (i)(y), when ii) of the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer with respect to Registrable Securities is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its ADI Notes for Exchange Notes in the Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and such ADI Notes will no longer constitute Registrable Securities hereunder. e. The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or any of a its subsidiaries that may require disclosure in the Shelf Registration Default within five Business Days after each Statement or Prospectus and every date on which a the Company determines that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (g) f. Without limiting the remedies available to the Dealer Managers Manager and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Manager 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 such failure, the Dealer Managers Manager or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or the SEC or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company Issuers and the Guarantors shall prepare and use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that the Company Securities and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer (y) have such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company Registration Statement become and the Guarantors shall commence the Exchange Offer promptly remain effective until 90 days after the last Exchange Offer Registration Statement is declared effective Date for use by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) one or more Participating Broker-Dealers. The Company Issuers and the Guarantors shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, 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 period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); ; (iii) that 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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. (f) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.the

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however(ii) use their commercially reasonable efforts to cause such Registration Statement to become effective, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their commercially reasonable efforts to complete the Exchange Offer not later than 45 270 days after such effective date. (c) the Issue Date. The Company and any Guarantor shall cause the Guarantors Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and any Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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, telex, 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 Company and the Guarantors any Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) of the Company or any Guarantor (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 Exchange Securities and (4v) 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 Company and the Guarantors any Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors any Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors any Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by on or before the 45th 270th day after the date on which Issue Date (or if such 270th day is not a Business Day, the next succeeding Business Day) 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided . In the event that no Holder will be entitled the Company and any Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and any Guarantor shall use their reasonable best efforts to file and have any become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities included in any and a Shelf Registration Statement, or entitled to use Statement (which may be a combined Registration Statement with the prospectus forming a part of such Shelf Exchange Offer Registration Statement, until such Holder shall have delivered a completed ) with respect to offers and signed Notice and Questionnaire and provided such other information regarding such Holder to sales of Registrable Securities held by the Company as is contemplated by Section 3(b) hereofInitial Purchasers after completion of the Exchange Offer. The Company and the Guarantors any Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be second anniversary of the Issue Date 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 (the “Shelf Effectiveness Period”). The Company and the Guarantors any Guarantor further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Upon the written request of Holders of Registrable Securities, the Company and the Guarantors any Guarantor agree to furnish to the Participating such Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors any Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b)(i) and (xor 2(b)(ii) such Exchange Offer Registration Statement does hereof, has not become effective on or prior to the Anticipated Freely Tradable 270th day after the Issue Date or (ythe “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is not completed within 45 days after or the date on which Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. Following the completion of the Exchange Offer or upon the effectiveness of such Shelf Registration Statement with respect to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different event occurs that would give rise to such an increase, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Target Registration Date and (y) 90 days after delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest 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 becomes effective, or (ii) up to a maximum increase of 1.00% per annum. If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning commencing on the 61st day immediately following after such Shelf Registration Default Statement cease to be effective or the Prospectus ceases to be useable and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors any Guarantor acknowledge that any failure by the Company or the Guarantors any Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ any Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. . (f) The provisions for liquidated damages set forth in Section 2(fCompany represents, warrants and covenants that it (including its agents and representatives) above shall be the only monetary remedy available will not prepare, make, use, authorize, approve or refer to Holders under this Agreementany Free Writing Prospectus.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for use by one or more Participating Broker-Dealers until the Company earlier of (i) 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and the Guarantors shall not be required to consummate the related (ii) when all Participating Broker Dealers have sold all of their Exchange Offer Securities (if at any time prior to the consummation of any) and the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) has been completed. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed (or made availablelonger if required by applicable law)) (the “Exchange Dates”); (iii) that 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 Company and 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 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 Securities in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. For the avoidance of doubt, notwithstanding any provision of this Section 2(a) purporting to require physical mailing, delivery or acceptance of any document or instrument, the Company and the Guarantors may conduct the Exchange Offer exclusively through the automated tender offer program of the Depository Trust Company or any successor or similar system permitting electronic transmittal, tender and acceptance of documents and instruments; provided that this provision shall apply only to Registrable Securities held in the form of beneficial interests in a global note deposited with (or held by a custodian for) the Depository Trust Company. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from X.X. Xxxxxx representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination date, Target Registration Date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 X.X. Xxxxxx after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) one year following the date the Shelf Registration Statement is declared effective and (ii) Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, Holder and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and to cause such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and 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. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that on which there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers X.X. Xxxxxx and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers X.X. Xxxxxx 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 such failure, the Dealer Managers X.X. Xxxxxx or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f2(d) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations interpretation of the Staff, if on the Anticipated Freely Tradable Date any Staff of the Securities are Registrable SecuritiesSEC and subject to the condition set forth in Section 2(b), the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and cause to become effective, be filed an Exchange Offer Registration Statement following the Issuance Date covering an the offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that by the Company and the Guarantors shall to the Holders who are not be required to consummate prohibited by any law or policy of the related SEC, or applicable interpretation of the Staff of the SEC, from participating in the Exchange Offer if at any time prior to exchange all of the consummation Registrable Notes for Exchange Notes, to cause the Exchange Offer Registration Statement to be declared or otherwise become effective and to have the Exchange Offer Registration Statement remain effective until the closing of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is has been declared effective by the SEC SEC. The Company and the Guarantors shall keep the exchange offer open for not less than 20 business days after the date the notice referred to below is mailed to the Holders, and the Exchange Deadline shall not be extended because of this requirement. The Company and the Guarantors shall use their commercially reasonable efforts to complete have the Exchange Offer consummated not later than 45 days after such effective date. June 30, 2025 (c) the “Exchange Deadline”). The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal exchange offer Prospectus and other accompanying documents to each Holder statingHolder, through DTC or otherwise, stating in such Prospectus or accompanying documents, 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 Notes 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 business days from the date such notice is mailed or made availablemailed) (such dates, the “Exchange Dates”); (iii) that any Registrable Security Note not tendered will remain outstanding and continue to accrue interest interest, but will not retain any rights under this Agreement, except as otherwise specified herein; (iv) that any Holder Holders electing to have a Registrable Security Note exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable SecurityNote, together with the appropriate enclosed letters of transmittal, to the institution and at the address and (located in the manner Borough of Manhattan, The City of New York) 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 notice prior to the close of business on the last Exchange Date; and (v) that any Holder Holders will be entitled to withdraw its their election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, notice a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange and a statement that such Holder Xxxxxx is withdrawing its his 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 SecuritiesNotes exchanged. As soon as practicable after the last Exchange DateDate for the Exchange Offer, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities Notes or portions thereof validly tendered and not properly validly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver mail to each Holder, an Exchange Securities Note equal in principal amount to the principal amount of the Registrable Securities tendered Notes surrendered by such Holder; provided that if any of the Registrable Notes are in book-entry form, the Company shall, in cooperation with the Trustee, effect the exchange of Registrable Notes in accordance with applicable book-entry procedures. The Company and the Guarantors shall use their commercially reasonable 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. The Except as set forth in Section 2(b), the Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or any applicable interpretations interpretation of the StaffStaff of the SEC. The Company shall inform the Initial Purchasers of the names and addresses known to the Company (including through DTC) of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Notes in the Exchange Offer. If the Company effects the Exchange Offer, the Company and the Guarantors shall be entitled to close the Exchange Offer twenty (20) business days after such commencement (provided that the Company has accepted all the Notes and corresponding Guarantees theretofore validly tendered and not withdrawn in accordance with the terms of the Exchange Offer). Each Holder participating in the Exchange Offer shall be required to represent to the Company and the Guarantors in writing that at the time of the consummation of the Exchange Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Notes and corresponding Guarantees or the Exchange Notes, (iii) such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, (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 Notes and (v) if such Holder is a broker dealer, that it will receive Exchange Notes for its own account in exchange for Notes and corresponding Guarantees that were acquired as a result of market making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with the resale of such Exchange Notes. All of any Guarantor’s obligations under this Agreement will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under this Agreement in the event that such Guarantor’s Guarantee of the Notes is terminated and released pursuant to the Indenture and no corresponding guarantee will be offered to Holders of Notes in and Exchange Offer in exchange for any such Guarantee that has been permanently terminated and released and the offer and sale of such Guarantee will not otherwise be included in any registration statement pursuant to this Agreement. (db) In the event that (i) the Company and the Guarantors determine (1) that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as practicable after consummated by the last Exchange Date Deadline because it would violate any applicable law or the applicable interpretations of the Staff of the SEC, (2) the issuance of the Exchange Notes would cause the Company to be required to become registered as an investment company under the United States Investment Company Act of 1940, as amended, or (ii3) the Exchange Offer is Initial Purchasers so request with respect to Registrable Notes that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the original distribution of the Notes held by Holders that are not for affiliates of the Issuer or any other reason completed by of the 45th day after the date on which the Exchange Offer Registration Statement becomes effectiveGuarantors, then the Company and the Guarantors shall shall, in lieu of effecting the registration of Exchange Notes pursuant to an Exchange Offer Registration Statement and at no cost to the Holders, (i) as promptly as practicable, file with the SEC a shelf registration statement covering resales of the Registrable Notes (a “Shelf Registration Statement”), (ii) use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for to be declared or otherwise become effective under the sale of all the Registrable Securities Act by the Holders thereof Exchange Deadline 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b(iii) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep continuously effective the Shelf Registration Statement continuously for a period of one year after its effective until date (or for such shorter period as shall end when all of the Registrable Notes covered by the Shelf Registration Statement have been sold pursuant thereto or may be freely sold pursuant to Rule 144 under the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”Act). The Company and the Guarantors further agree to supplement or amend any 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 Company and the Guarantors for such the Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, effective and such the Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Participating Holders of Registrable Notes copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or and Section 2(d) hereof2(b). 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 Notes pursuant to the Shelf Registration Statement. (fd) 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 or a Shelf Registration Statement pursuant to Section 2(d2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically otherwise becomes effective upon filing with under SEC rules. If neither the SEC as provided by Rule 462 under the Securities Act. In the event that (i) an Exchange Offer is consummated nor the Shelf Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become declared effective or otherwise becomes effective under SEC rules on or prior to the Anticipated Freely Tradable Date or (y) Exchange Deadline, then with respect to the first 90-day period immediately following the Exchange Offer is not completed within 45 days after Deadline the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities Notes will be increased by 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default effective as of July 1, 2025 and (ii) will increase by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case but only until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when consummated or the Shelf Registration Statement is declared or otherwise becomes effectiveeffective under SEC rules. If the Shelf Registration Statement ceases to be available for more than 45 days during any three-month period or 120 days within any twelve-month period, or (4) in during the case of a Registration Default under clause (ii)(yperiod that it is required to be available pursuant to Section 2(b), when the interest rate per annum borne by the Registrable Notes shall be increased by 0.25% for the first 90-day period from the 46th day or 121st day, as applicable, and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period, until such time as the Shelf Registration Statement again becomes effective or otherwise available available; provided that for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Defaultpurpose of this sentence, the increase Shelf Registration Statement shall be deemed to have ceased to be available during: (A) any period in interest rate provided for which the offering of Registrable Notes pursuant to the Shelf Registration Statement is interfered with by this paragraph any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court; (B) the occurrence of any event or the existence of any fact, as a result of which the Shelf Registration Statement shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee contain any untrue statement of a Registration Default within five Business Days after each and every date on material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure notice has been given by the Company pursuant to Section 3(i); or (C) the occurrence or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 existence of any pending corporate development that, in the event discretion of any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and , makes it appropriate to suspend the Guarantors’ obligations under availability of the Shelf Registration Statement with respect to which notice has been given by the Company pursuant to Section 2(a3(e). (e) and The maximum possible increase in the interest rate per annum on the Registrable Notes pursuant to Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above , at any time, shall be the only monetary remedy available to Holders under this Agreement0.50%.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange SecuritiesSecurities and (ii) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers; provided, however, provided that if the letters of transmittal relating to the Exchange Offer as provided to the Company and indicate that no Holder is a Broker-Dealer, the Guarantors shall Company will not be required obligated to consummate maintain the related Exchange Offer if at any time prior to effectiveness of such Registration Statement after the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of record 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4iv) if such Holder is a broker-dealer broker­dealer 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject only to any conditionsconditions that are customary for exchange offers in similar transactions, other than including that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveunder applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as reasonably practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities or, if earlier, the first anniversary of the date of issuance of the Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors agree to furnish to the any Participating Holders Holder, upon request, copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) either the Exchange Offer is not completed within 45 days after or the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement Statement, if required hereby, is required in accordance with Section 2(d) and such Shelf Registration Statement not declared effective (x) or does not automatically become effective effective) on or prior to September 28, 2013, the 90th day following the date Company will pay liquidated damages to Holders of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in with the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, effect that the annual interest rate on the Registrable Securities will be increased by 0.251.00% per annum for the first 90-day period beginning on the day immediately following from such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case date until the earlier of date the date such Registration Default ends Exchange Offer is completed or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementShelf Registration Statement, if required hereby, is declared effective by the SEC (or becomes automatically effective). All Additional Interest liquidated damages will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the SecuritiesSecurities under the Indenture. A If the Shelf Registration Default ends (1) in the case of a Registration Default under clause (i)(x)Statement, when the Exchange Offer Registration Statement if required hereby, has been declared effective or automatically becomes effective, as the case may be, 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 (2whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the case Company, then the Company will pay liquidated damages to the Holders of a Registration Default under clause (i)(y), when Registrable Securities with the Exchange Offer is completed, (3) effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in the case of a Registration Default under clause (ii)(x), when such 12-month period and ending on such date that the Shelf Registration Statement becomes effective, has again been declared (or (4automatically becomes) in effective or the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or the SEC or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company Issuers and the Guarantors Guarantor shall prepare and use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 90 days after the Company last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, 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 period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); ; (iii) that 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 on or prior to the close of business on the last Exchange Date; and 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 Company and 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 it has 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, (3) it is not an Affiliate of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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. (f) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.address

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially its reasonable best efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, provided that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registration Statement covering the Registrable Securities may also cover the Other Securities that are Registrable Securities (as a result of becoming Freely Tradable. such term is defined in the respective registration rights agreements related to the Other Securities), and (by) The have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. Unless not permitted by applicable law or SEC policy, the Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially its reasonable best efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) The . After the Exchange Offer Registration Statement has become effective, the Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from the date on which Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially its reasonable best efforts to cause to be filed as soon as practicable after such determination date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or be entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof, and provided further that the Shelf Registration Statement covering the Registrable Securities may also cover the Other Securities that are Registrable Securities (as such term is defined in the respective registration rights agreements related to the Other Securities). In the event that the Company is 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 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 Purchaser after completion of the Exchange Offer. The Company and the Guarantors agree agrees to use their commercially its reasonable best efforts to keep the Shelf Registration Statement continuously effective effective, except during any Blackout Period permitted by Section 3(d) hereof, until the earlier to occur of (i) the date when the 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 Company and the Guarantors further agree agrees 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 Company 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 commercially its 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify parties hereto agree that the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and additional interest provided for in this Section 2(d) hereof may result is intended to constitute the sole remedy for monetary damages in material irreparable injury to the Dealer Managers 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 connection with any such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this AgreementRegistration Default.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for a period ending on the Company and earlier of (i) 90 days from the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of date on which the Exchange Offer Registration Statement is declared effective (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the date on which no Participating Broker-Dealer is required to deliver a prospectus in connection with resales of Exchange Securities cease to be issued in exchange for Registrable Securities it acquired for its own account as a result of becoming Freely Tradable. (b) market-making or other trading activities. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) Offer. The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal Prospectus 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this AgreementAgreement (including with respect to increases in annual interest rate), 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, Security 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 receiving freely tradable Exchange Securities in the Exchange Offer, a Holder will be required to represent to the Company and 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 it is not engaged in, does not intend to engage in, and has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or 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 available) the then-current Prospectus (as then amended or supplemented) to purchasers) purchasers in connection with any resale of such Exchange Securities. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such HolderHolder and accepted for exchange. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (d) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effective, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th day, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and 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. (e) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) 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. (f) 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(d) 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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, the annual interest rate on the Registrable Securities will be increased by 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, up to a maximum of 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (g) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.Exchange

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange SecuritiesSecurities and (ii) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers; provided, however, provided that if the letters of transmittal relating to the Exchange Offer as provided to the Company and indicate that no Holder is a Broker-Dealer, the Guarantors shall Company will not be required obligated to consummate maintain the related Exchange Offer if at any time prior to effectiveness of such Registration Statement after the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Offer. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing or making available the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of record 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 from the date such notice is mailed or made available) (the “Exchange Dates”); (iii) that 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 Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4iv) 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject only to any conditionsconditions that are customary for exchange offers in similar transactions, other than including that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveunder applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as reasonably practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to (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 Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors agree to furnish to the any Participating Holders Holder, upon request, copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a(a) or Section 2(d(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. (fd) An Exchange Offer Registration Statement pursuant to Section 2(a(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(d(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. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) either the Exchange Offer is not completed within 45 days after or the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement Statement, if required hereby, is required in accordance with Section 2(d) and such Shelf Registration Statement not declared effective (x) or does not automatically become effective effective) on or prior to November 29, 2018, the 90th day following the date Company will pay liquidated damages to Holders of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in with the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, effect that the annual interest rate on the Registrable Securities will be increased by 0.251.00% per annum for the first 90-day period beginning on the day immediately following from such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case date until the earlier of date the date such Registration Default ends Exchange Offer is completed or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this AgreementShelf Registration Statement, if required hereby, is declared effective by the SEC (or becomes automatically effective). All Additional Interest liquidated damages will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the SecuritiesSecurities under the Indenture. A If the Shelf Registration Default ends (1) in the case of a Registration Default under clause (i)(x)Statement, when the Exchange Offer Registration Statement if required hereby, has been declared effective or automatically becomes effective, as the case may be, 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 (2whether or not consecutive) in any 12-month period, unless such failure to remain effective or usable relates or is directly attributable to an acquisition, disposition or comparable material corporate restructuring event affecting the case Company, then the Company will pay liquidated damages to the Holders of a Registration Default under clause (i)(y), when Registrable Securities with the Exchange Offer is completed, (3) effect that the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in the case of a Registration Default under clause (ii)(x), when such 12-month period and ending on such date that the Shelf Registration Statement becomes effective, has again been declared (or (4automatically becomes) in effective or the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a(a) and Section 2(d(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a(a) and Section 2(d(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective for a period ending on the Company and earlier of (i) 120 days from the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which no Broker-Dealer is required to deliver a prospectus in connection with market-making or other trading activities (as such Securities cease period may be extended pursuant to be Registrable Securities as a result of becoming Freely Tradable. (bSection 3(d) hereof). The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) Offer. The Company and the Guarantors shall commence the Exchange Offer by mailing or making available delivering 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this AgreementAgreement (including with respect to increases in annual interest rate), 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 Company and 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 it is not engaged in, does not intend to engage in, and has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Guarantors 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 Company and the Guarantors shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after the date on which Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company and the Guarantors all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantors by such Holder not materially misleading. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their commercially reasonable 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 Holders after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be earliest of (i) the time when such Registrable Securities covered by the Shelf Registration Statement can be sold pursuant to Rule 144 of the Securities Act without any limitations by non-affiliates of the Company and the Guarantors under clause (d) of Rule 144 of the Securities Act, (ii) the date on which all such Registrable Securities are disposed of in accordance with the Shelf Registration Statement and (iii) one year after the original effective date of the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company and 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable 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 Company and the Guarantors agree to furnish to the Participating Holders copies copies, upon request, of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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 0.50% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when iv) of the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y)definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions ; provided, however, that the parties hereto agree that the additional interest provided for liquidated in this Section 2 is intended to constitute the sole remedy for monetary damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementconnection with any Registration Default.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors (if any) shall use their commercially reasonable best efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement on an appropriate form under the Securities Act covering an offer to the Holders to exchange all the Registrable Securities for a like principal amount of Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors (if any) shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to complete the Exchange Offer not later than 45 (i) 60 days after such effective date. date (cor if such 60th day is not a Business Day, the next succeeding Business Day) and (ii) the Target Registration Date. The Company and the Guarantors (if any) shall commence the Exchange Offer by mailing or making available otherwise delivering 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 from the date such notice is mailed or made availabledelivered) (the “Exchange Dates”); (iii) that 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 delivering 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 Company and the Guarantors (if any) 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor (if any) 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 Company and the Guarantors (if any) shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors (if any) shall use their commercially 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors (if any) determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by the 45th day after Target Registration Date or (iii) upon receipt of a written request (a “Shelf Request”) from the date on which Dealer Manager representing that it holds Registrable Securities that were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors (if any) shall use their commercially reasonable best efforts to cause to be filed as soon as practicable after such determination date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement (which registration statement, for the avoidance of doubt, may provide for the registration of other securities of the Company and Guarantors (if any)) become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. In the event that the Company and the Guarantors (if any) are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors (if any) 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 Holders after completion of the Exchange Offer. The Company and the Guarantors (if any) agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until for a period of nine months after such filing becomes effective or such shorter period that will terminate when the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Guarantors (if any) 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially 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 Company and the Guarantors (if any) agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors (if any) shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In Notwithstanding the event that (i) an Exchange Offer Registration Statement is required pursuant foregoing, the only remedy available under this Agreement for the failure of the Company to Section satisfy the obligations set forth in Sections 2(a) and (x2(b) such Exchange Offer Registration Statement does not become effective on or prior to hereof shall be payment by the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date Company of the determination or additional interest as set forth immediately below and the 45th day, as the case may be, referred to in remedy of specific enforcement provided by Section 2(d2(e) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf hereof. If a Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseDefault occurs, the annual 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, up to a maximum of 0.50% per annum, in each case until the earlier of and including the date such Registration Default ends or the Securities otherwise cease ends, up to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes a maximum increase of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities1.00% 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)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company Notwithstanding the foregoing a Holder of Securities who is not entitled to the benefits of a Shelf Registration Statement shall notify the Trustee of not be entitled to additional interest with respect to a Registration Default within five Business Days after each and every date on which a that pertains to such Shelf Registration Default occursStatement. (ge) Without limiting the remedies available to the Dealer Managers Manager and the Holders, the Company and the Guarantors (if any) acknowledge that any failure by the Company or the Guarantors (if any) to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Manager 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 such failure, the Dealer Managers Manager or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ (if any) obligations under Section 2(a) and Section 2(d2(b) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however(ii) use their commercially reasonable efforts to cause such Registration Statement to become effective, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their commercially reasonable efforts to complete the Exchange Offer not later than 45 270 days after such effective date. (c) the Issue Date. The Company and any Guarantor shall cause the Guarantors Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Company and any Guarantor shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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, telex, 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 Company and the Guarantors any Guarantor that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) of the Company or any Guarantor (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 Exchange Securities and (4v) 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 Company and the Guarantors any Guarantor shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors any Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors any Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer may not be completed as soon as reasonably practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff or Staff, (ii) the Exchange Offer is not for any other reason completed by on or before the 45th 270th day after the date on which Issue Date (or if such 270th day is not a Business Day, the next succeeding Business Day) 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors any Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided . In the event that no Holder will be entitled the Company and any Guarantor are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and any Guarantor shall use their reasonable best efforts to file and have any become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities included in any and a Shelf Registration Statement, or entitled to use Statement (which may be a combined Registration Statement with the prospectus forming a part of such Shelf Exchange Offer Registration Statement, until such Holder shall have delivered a completed ) with respect to offers and signed Notice and Questionnaire and provided such other information regarding such Holder to sales of Registrable Securities held by the Company as is contemplated by Section 3(b) hereofInitial Purchasers after completion of the Exchange Offer. The Company and the Guarantors any Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities cease to be second anniversary of the Issue Date 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 (the “Shelf Effectiveness Period”). The Company and the Guarantors any Guarantor further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Upon the written request of Holders of Registrable Securities, the Company and the Guarantors any Guarantor agree to furnish to the Participating such Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors any Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In the event that (i) an either the Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b)(i) and (xor 2(b)(ii) such Exchange Offer Registration Statement does hereof, has not become effective on or prior to the Anticipated Freely Tradable 270th day after the Issue Date or (ythe “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Registrable Securities, the interest rate borne by the relevant Registrable Securities will be reduced to the original interest rate borne by such Registrable Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not completed within 45 become effective by the later of the Target Registration Date and (y) 90 days after delivery of such Shelf Request (such later date, the date “Shelf Additional Interest Date”), then the interest rate on which the Exchange Offer Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest 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 becomes effective, or (ii) up to a maximum increase of 1.00% per annum. If the Shelf Registration Statement is Statement, if required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not hereby, has become effective on or prior and thereafter either ceases to the 90th day following the date of the determination be effective or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but Prospectus contained therein ceases to remain effective be usable, in each case whether or otherwise available for use not permitted by this Agreement, at any time during the Shelf Registration Effectiveness Period, and such failure to remain effective or otherwise available for use usable exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning commencing on the 61st day immediately following after such Shelf Registration Default Statement cease to be effective or the Prospectus ceases to be useable and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the and ending on such date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when that the Shelf Registration Statement becomes effective, has again become effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occursusable. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors any Guarantor acknowledge that any failure by the Company or the Guarantors any Guarantor to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ any Guarantor’s obligations under Section 2(a) and Section 2(d2(b) hereof. . (f) The provisions for liquidated damages set forth in Section 2(fCompany represents, warrants and covenants that it (including its agents and representatives) above shall be the only monetary remedy available will not prepare, make, use, authorize, approve or refer to Holders under this Agreementany Free Writing Prospectus.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company shall use its, and shall cause the Guarantors shall to use their commercially their, reasonable best efforts to file with the SEC and (1) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the such Registrable Securities for Exchange Securities; provided, however, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time Securities on or prior to the consummation 270th calendar day following the Closing Date, and (2) unless there are no Participating Broker Dealers who identified themselves as such to the Company in writing prior to completion of the Exchange Offer Offer, cause such Securities cease Registration Statement to be Registrable Securities as a result of becoming Freely Tradable. (b) remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and the Company shall use their commercially its, and cause the Guarantors to use their, reasonable best efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest interest, but will not retain any rights under this Agreement, 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, telex, 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 Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) at the time of the commencement consummation of the Exchange Offer 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Guarantor, and (4iv) 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities 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 Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company and the Guarantors shall use their commercially reasonable best efforts to complete the Exchange Offer as provided above on or prior to the 330th calendar day following the Closing Date 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. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and (ii) no action or proceeding shall have been instituted in any court or by any governmental agency prohibiting the Company and the Guarantors from proceeding with the Exchange Offer. (db) In the event that If (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available or the Exchange Offer 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 or Staff, (ii) the Exchange Offer is not for any other reason completed by within 330 calendar days following the 45th day after the date on which Closing 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 be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company shall use its, and cause the Guarantors shall to use their commercially their, reasonable best efforts to cause to be filed as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective; provided provided, that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus Prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof. The In the event that the Company and the Guarantors agree are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and 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 Exchange Offer. The Company agrees to use their commercially its, and to cause the Guarantors to use their, reasonable best efforts to keep the Shelf Registration Statement continuously effective until for a period of one year following the effective date of such Shelf Registration Statement or such shorter period that will terminate when all the Securities cease to be Registrable Securities or have been sold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company agrees, and will cause the Guarantors further agree Guarantors, to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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. (fd) 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(d2(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. In If either the event that (i) an Exchange Offer is not completed or the Shelf Registration Statement is Statement, if required pursuant to Section 2(a2(b)(i) and (xor 2(b)(ii) such Exchange Offer Registration Statement hereof, does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days 330th calendar day after the date on which Closing Date (the Exchange Offer “Target Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration DefaultDate”), then, in each case, the annual 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 the Target Registration Default Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until (A) the earlier of Exchange Offer is completed or (B) the date such Shelf Registration Default ends Statement, if required hereby, becomes effective or (C) the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also In the event that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be deemed filed thereby does not become effective by the later of (x) the 330th calendar day after the Closing Date or (y) 90 days after the delivery of such Shelf Request (such later date, the “Additional Interest” for purposes of this Agreement. All Shelf Additional Interest will be paid by Date”), then the Company to the Holder of interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to which Additional Interest is due and owing on the next scheduled interest payment date each subsequent 90-day period, in the same manner as interest is paid on the Securities. A Registration Default ends each case until (1A) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, effective or (4B) the Securities cease to be Registrable Securities, up to a maximum aggregate increase of (together with any increase resulting from the provisions of the following paragraph) 1.00% per annum. If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the case of a Registration Default under clause Shelf Effectiveness Period, and such failure to remain effective or usable exists for 30 consecutive days or for 60 non-consecutive days in any 365-day period, then the interest rate on the Registrable Securities will be increased by (ii)(yi) 0.25% per annum for the first 30-day period 8 payable commencing on the 61st day in such 12-month period and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period (whether or not consecutive), when up to a maximum aggregate increase (together with any increase resulting from the provisions of the preceding paragraph) of 1.00% per annum in each case ending on such date that (A) the Shelf Registration Statement has again become effective or (B) the Prospectus again becomes effective usable or otherwise available for use(C) the Securities registered under such Shelf Registration Statement cease to be Registrable Securities. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration DefaultNotwithstanding anything else in this Agreement, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify be permitted to suspend use of the Trustee of a Shelf Registration Default within five Business Days after each Statement pursuant to Sections 3(d) and every date on which a Registration Default occurs3(f) hereof. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof; provided, however, that the additional interest provided for in Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only exclusive monetary remedy available to Holders for breach by the Company and the Guarantors of the obligations under this AgreementSection 2(a) and Section 2(b) hereof.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their its commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement on the appropriate form under the Securities Act, as selected by the Company, covering an offer to the Holders to exchange all the Registrable Securities Notes for Exchange Securities; providedNotes and (y) have such Registration Statement become effective on or before the Target Registration Date, howeverand, that if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the Company and the Guarantors shall not be required to consummate the related last Exchange Offer if at any time prior to the consummation of the Exchange Offer Date for use by such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) Participating Broker-Dealers. The Company and the Guarantors shall commence the Exchange Offer promptly after (but in no event later than 30 days after) the Exchange Offer Registration Statement is declared effective by the SEC SEC, and use their its commercially reasonable efforts to complete the Exchange Offer not later than 45 60 days after such effective date. (c) . The Company and the Guarantors shall commence the Exchange Offer by mailing and/or electronically delivering, or making available by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate letters of transmittal Prospectus 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 such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities Notes 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 from the date such notice Prospectus is mailed or made availableand/or electronically delivered) (the each, an “Exchange DatesDate”); (iii) that any Registrable Security Note 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 Note exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, Note to the institution and at the address and in the manner specified in the noticeProspectus, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable SecurityNote, in each case prior to the close of business on the last Exchange DateDate with respect to such Exchange Offer; and (v) that any Holder of Registrable Notes will be entitled to withdraw its election, not later than the close of business on the last Exchange DateDate with respect to the Exchange Offer, by (A) sending to the institution and at the address specified in the noticeProspectus, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable SecuritiesNotes. As a condition to participating in the an Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1) any Exchange Securities Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the such 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 Securities Notes in violation of the provisions of the Securities Act, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor Company, (4) 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 Notes and (45) if such Holder is a broker-dealer that will receive Exchange Securities Notes for its own account in exchange for Registrable Securities Notes 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 SecuritiesNotes. As soon as practicable after the last Exchange DateDate with respect to an Exchange Offer for Registrable Notes of a series, the Company and the Guarantors shall: (Ii) accept for exchange Registrable Securities Notes or portions thereof validly tendered and not properly withdrawn in accordance with the terms of the pursuant to such Exchange Offer; and (IIii) deliverin cooperation with the Trustee, or cause to be delivered, to effect the Trustee for cancellation all exchange of Registrable Securities 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 Securities equal Notes in principal amount to the principal amount of the Registrable Securities tendered by such Holderaccordance with applicable book-entry procedures. The Company and the Guarantors shall use their its commercially reasonable efforts to complete the Exchange Offer as provided above and shall use reasonable best efforts to comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the StaffStaff and that no action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer. (db) In the event that (i) the Company and the Guarantors determine determines that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any under applicable law or if applicable interpretations of the Staff or (ii) do not permit the Company to effect the Exchange Offer, or, if for any reason the Company does not consummate the Exchange Offer is not for any other reason completed by the 45th day after later of the Target Registration Date and the date on which the Company receives a written request (a “Shelf Request”) from any Holder representing that it holds Registrable Notes that are or were ineligible to be exchanged in the Exchange Offer Registration Statement becomes effectiveOffer, the Company and the Guarantors shall use their its commercially reasonable efforts to cause to be filed and become effective, as soon as practicable after such determination determination, date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement on the appropriate form under the Securities Act, as selected by the Company, providing for the sale of all the Registrable Securities Notes by the Holders thereof and to have such Shelf Registration Statement become effective; provided that (a) no Holder will be entitled to have any Registrable Securities Notes included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company as is contemplated by Section 3(b3(c) hereofand, if necessary, the Shelf Registration Statement has been amended to reflect such information, and (b) the Company shall be under no obligation to file or cause to become effective any such Shelf Registration Statement before it is obligated to file or cause to become effective an Exchange Offer Registration Statement pursuant to Section 2(a). The Company and the Guarantors agree agrees to use their its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the Securities date on which the Notes covered thereby cease to be Registrable Securities Notes (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree agrees to use its commercially reasonable efforts 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 Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities Notes with respect to information relating to such Holder, and to use their its commercially reasonable 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 Company and the Guarantors agree agrees to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the Participating Holders. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d) hereof2(b). 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 Notes pursuant to the Shelf Registration Statement. (fd) 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(d2(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. In the event that (i) an Exchange Offer If a Registration Statement is required pursuant Default occurs with respect to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date series of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each caseNotes, the annual interest rate on the Registrable Securities Notes (and only the Registrable Notes) of such series will be increased by (i) 0.25% per annum for the first 90-90 day period beginning on the day immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-90 day period, in each case until and including the date such Registration Default ends, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends with respect to any Note when such Note ceases to be a Registrable Note or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) or (ii) of the definition thereof, when the Exchange Offer is completed or when the Shelf Registration Statement covering such Registrable Notes becomes effective, effective or (2) in the case of a Registration Default under clause (i)(y)iii) of the definition thereof, when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, effective or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement Prospectus again becomes effective or otherwise available for useusable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such the next date that there is no Registration Default. Notwithstanding anything to the contrary in this Agreement, if the Exchange Offer is consummated, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or withdrew, its Notes for Exchange Notes in the Exchange Offer will not be entitled to receive any additional interest pursuant to the preceding paragraph, and upon the completion of the Exchange Offer, such Notes will no longer constitute Registrable Notes hereunder. Any amounts of additional interest due under this Section 2(d) will be payable in cash on the regular interest payment dates of the Notes. The additional interest will be determined by multiplying the applicable additional interest rate by the principal amount of the Notes, multiplied by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined on the basis of a 360-day year composed of twelve 30-day months, but it being understood that if the regular interest payment date of the Notes is not a Business Day and the payment is made on the next succeeding Business Day, no further interest will accrue as a result of such delay), and the denominator of which is 360. (e) The Company shall notify be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the Trustee SEC that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”) if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving the Company or its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines that such disclosure is not in the best interest of a the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Default within five Business Days after each and every date on which a Registration Default occursStatement or Prospectus would be impracticable. Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders of the cessation of the delay or suspension (but not the basis thereof). (gf) Without limiting the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge acknowledges that any failure by the Company or the Guarantors to comply with their its obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers 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 such failure, the Dealer Managers or any Holder may obtain such relief as may be required seek to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreement2(b).

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company and the Guarantors shall use their commercially reasonable efforts to file with the SEC and (i) cause to become effective, be filed an Exchange Offer Registration Statement with the SEC covering an offer to the Holders to exchange all the Registrable Entitled Securities for Exchange Securities; provided, however, that the Company and the Guarantors shall not be required to consummate the related Exchange Offer if at any time Securities on or prior to 180 days following the consummation of date hereof, (ii) use all commercially reasonable efforts to have the Exchange Offer such Securities cease Registration Statement declared effective by the SEC on or prior to be Registrable Securities as a result of becoming Freely Tradable. 270 days following the date hereof, (biii) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and (iv) use their all commercially reasonable efforts to complete issue on or prior to 30 Business Days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer not later than 45 days after such Registration Statement was declared effective date. (c) by the SEC, Exchange Securities in exchange for all Entitled Securities tendered prior thereto in the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer 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 Entitled 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 from the date such notice is mailed or made availablemailed) (the “Exchange Dates”); (iii) that 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 (located in the United States of America) 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 (located in the United States of America) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Entitled 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 Entitled Securities. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (1i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2ii) 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 Securities in violation of the provisions of the Securities Act, (3iii) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (4iv) if such Holder is a broker-dealer that it will receive Exchange Securities for its own account in exchange for Registrable Entitled Securities that were acquired as a result of market-making or other trading activities, then and that 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 Company and the Guarantors shall: (Ii) accept for exchange Registrable Entitled Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (IIii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Entitled Securities 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 Securities equal in principal amount to the principal amount of the Registrable Entitled Securities tendered by such Holder. The Company and the Guarantors shall use their commercially 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) In the event that (i) the Company and the Guarantors determine they are not required to file the Exchange Offer Registration Statement, (ii) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof above is not available permitted or the Exchange Offer 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 Staff, or (iiiii) upon receipt of a written request (a “Shelf Request”) prior to the 20th Business Day following consummation of the Exchange Offer from any Holder of Entitled Securities that states that (A) such Holder is prohibited by law or SEC policy from participating in the Exchange Offer; (B) such Holder may not for any other reason completed resell the Exchange Securities acquired by it in the 45th day after Exchange Offer to the date on which public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement becomes effectiveis not appropriate or available for such resales; or (C) such Holder 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 use their commercially reasonable efforts to cause file, on or prior to be filed as soon as practicable after 30 days following such determination date or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Entitled Securities by the Holders thereof and to have cause such Shelf Registration Statement become effective; provided to be declared effective by the SEC on or prior to 90 days following the date of such determination date or Shelf Request, as the case may be. In the event that no Holder will be entitled the Company and the Guarantors are requested to have any Registrable Securities included in any file a Shelf Registration StatementStatement pursuant to clause (iii) of the preceding sentence, or entitled the Company and the Guarantors shall use reasonable best efforts to use the prospectus forming file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Entitled Securities and a part of such Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement, until such Holder shall have delivered a completed ) with respect to offers and signed Notice and Questionnaire and provided such other information regarding such Holder to sales of Entitled Securities held by the Company as is contemplated by Section 3(b) hereofInitial Purchasers after completion of the Exchange Offer. The Company and the Guarantors agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement continuously effective until the there are no longer any Entitled Securities cease to be Registrable Securities outstanding (the “Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, Statement and 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 Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Entitled Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Statement and Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Participating Holders of Entitled Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 Entitled Securities pursuant to the Shelf Registration Statement. (fd) 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(d2(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. In the event that (i) an the Exchange Offer Registration Statement or Shelf Registration Statement, if required hereby, is required pursuant to not filed on or before the dates specified in Section 2(a) and Section 2(b), respectively, (xii) such either the Exchange Offer Registration Statement does or the Shelf Registration Statement, if required hereby, is not become declared effective by the SEC on or prior to the Anticipated Freely Tradable Date or dates specified in Section 2(a) and Section 2(b), respectfully (yeach, a “Target Registration Date”), (iii) the Exchange Offer is not completed within 45 days after 30 Business Days of the date on which applicable Target Registration Date, or (iv) if the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement Statement, if required hereby, is required declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in accordance with Section 2(d) and such Shelf Registration Statement (x) does each case whether or not become effective on or permitted by this Agreement, at any time prior to the 90th day following the date completion of the determination Exchange Offer or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Effectiveness Period, and as applicable (each such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or through (ii) iv), a “Registration Default”), then, in each case, the annual interest rate on the Registrable Entitled Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such the Target Registration Default Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-90 day periodperiod thereafter, in each case until all Registration Defaults have been cured, up to a maximum increase of 0.501.00% per annum, in each case until the earlier of the date such Registration Default ends or the Securities otherwise cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends (1) in the case of a Registration Default under clause (i)(x), when the Exchange Offer Registration Statement becomes effective, (2) in the case of a Registration Default under clause (i)(y), when the Exchange Offer is completed, (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, or (4) in the case of a Registration Default under clause (ii)(y), when the Shelf Registration Statement again becomes effective or otherwise available for use. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting the remedies available to the Dealer Managers Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(d2(b) hereof may result in material irreparable injury to the Dealer Managers Initial Purchasers 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 such failure, the Dealer Managers Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d2(b) hereof. . (f) The provisions for liquidated damages set forth Company represents, warrants and covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus in Section 2(f) above shall be connection with the only monetary remedy available to Holders under this AgreementShelf Registration Statement.

Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or the SEC or applicable interpretations of the Staff, if on the Anticipated Freely Tradable Date any of the Securities are Registrable Securities, the Company Issuers and the Guarantors Guarantor shall prepare and use their commercially reasonable efforts to file with the SEC and (x) cause to become effective, be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that Securities and (y) have such Registration Statement become and remain effective until 90 days after the Company last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall not be required to consummate the related Exchange Offer if at any time prior to the consummation of the Exchange Offer such Securities cease to be Registrable Securities as a result of becoming Freely Tradable. (b) The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable efforts to complete the Exchange Offer not later than 45 days after such effective date. (c) The Company and the Guarantors Guarantor shall commence the Exchange Offer by mailing or making available otherwise transmitting, in compliance with the applicable procedures of the depositary for such Registrable Securities, 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 period of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed or made availableotherwise transmitted) (the “Exchange Dates”); (iii) that 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 on or 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 Xxxxxx 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 Company Issuers and the Guarantors Guarantor 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 it has 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, (3) it is not an Affiliate “affiliate” (within the meaning of Rule 405 under the Company Securities Act) of any Issuer or any the 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 Company Issuers and the Guarantors Guarantor shall: (I) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn in accordance with the terms of pursuant to the Exchange Offer; and (II) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. The Company Issuers and the Guarantors Guarantor shall use their commercially reasonable 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. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (db) (i) In the event that (i) the Company Issuers and the Guarantors Guarantor determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or is prohibited by the SEC or applicable interpretations of the Staff or (ii) 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 be exchanged in the Exchange Offer is not for any other reason completed by the 45th day after the date on which the Exchange Offer Registration Statement becomes effectiveOffer, the Company Issuers and the Guarantors Guarantor shall use their commercially reasonable efforts to cause to be filed as soon as practicable after such determination or such 45th dayShelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by 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, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Company Issuers as is contemplated by Section 3(b) hereof. The Company In the event that the Issuers and the Guarantors Guarantor are required to file a Shelf Registration Statement pursuant to clause (ii) of the preceding paragraph, the Issuers and the Guarantor shall use their commercially reasonable 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 Exchange Offer. The Issuers and the Guarantor agree to use their commercially reasonable efforts to keep the Shelf Registration Statement Statement, if required, continuously effective until the earliest of (x) the date the Securities cease to be Registrable Securities, (y) the date that is one year after the effective date of such Shelf Registration Statement and (z) the date when Holders, other than Holders that are “affiliates” (as defined in Rule 144) of the Issuers, are able to sell such Securities without restriction, and without reliance as to the availability of current public information, pursuant to Rule 144 promulgated under the Securities Act (the “Shelf Effectiveness Period”). The Company Issuers and the Guarantors Guarantor 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 Company Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Participating Holder of Registrable Securities with respect to information relating to such Participating Holder, and to use their commercially reasonable 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 practicablepracticable subject to Section 3(d) below. The Company Issuers and the Guarantors Guarantor agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC. (ec) The Company Issuers and the Guarantors Guarantor shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(d2(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 Exchange Offer Registration Statement and the Shelf Registration Statement. (fd) An Exchange Offer If a 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(d) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing Default occurs with the SEC as provided by Rule 462 under the Securities Act. In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior respect to the Anticipated Freely Tradable Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 2(d) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following the date of the determination or the 45th day, as the case may be, referred to in Section 2(d) or (y) becomes effective but ceases to remain effective or otherwise available for use at any time during the Shelf Registration Period, and such failure to remain effective or otherwise available for use exists for more than 60 days (whether or not consecutive) in any 12-month period prior to time the Securities cease to be Registrable Securities (any event referred to in the foregoing clauses (i) or (ii) of a “Registration Default”), then, in each caseSeries, the annual interest rate on the Registrable Securities of such Series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following of such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum of 0.50% per annum, in each case until the earlier of until, but not including, the date such Registration Default ends, up to a maximum increase of 0.50% per annum (such interest referred to in clauses (i) and (ii) above, “Additional Interest”). A Registration Default, with respect to the Registrable Securities of a Series, ends or when the Securities otherwise of such Series cease to be Registrable Securities. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement. All Additional Interest will be paid by the Company to the Holder of the Registrable Securities with respect to which Additional Interest is due and owing on the next scheduled interest payment date in the same manner as interest is paid on the Securities. A Registration Default ends or, if earlier, (1) in the case of a Registration Default under clause (i)(x)i) of the definition thereof, when the Exchange Offer Registration Statement becomes effectiveis completed, (2) in the case of a Registration Default under clause (i)(y)ii) or clause (iii) of the definition thereof, when the Exchange Offer is completed, Shelf Registration Statement becomes effective or (3) in the case of a Registration Default under clause (ii)(x), when the Shelf Registration Statement becomes effective, iv) or (4) in the case of a Registration Default under clause (ii)(y)v) of the definition thereof, when the Shelf Registration Statement again becomes effective or otherwise available for usethe Prospectus again becomes usable. If at any time more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. The Company shall notify the Trustee of a Registration Default within five Business Days after each and every date on which a Registration Default occurs. (ge) Without limiting It is acknowledged that the remedies available to the Dealer Managers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and interest rate increase set forth in Section 2(d) hereof may result in material irreparable injury to is the Dealer Managers or the Holders sole remedy 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 Dealer Managers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(d) hereof. The provisions for liquidated damages set forth in Section 2(f) above shall be the only monetary remedy available to Holders under this Agreementdefault hereunder.