Common use of Registration Under the Securities Act Clause in Contracts

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities of such Notes for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 540 days following the Closing Date (or if such 365th 540th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 540 days (or if such 365th 540th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 540th day after the original issue date of the Notes), (B) the 540th day after the original issue

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date October 1, 2019 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date October 1, 2019 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after October 1, 2019), (B) the 450th day after October 1, 2019, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers Company and the Guarantors Guarantor agree to use their commercially reasonable efforts to file under the Securities Act, as soon as practicableby the earlier of (1) 180 days after the Closing Date and (2) the date on which a September Notes Exchange Registration Statement is filed with the Commission, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and (subject to the terms of the Indenture) guaranteed by the Guarantor, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of the Indenture), except that they have been registered pursuant to an effective registration statement under the Securities Act, and do not contain provisions for Special Interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange NotesSecurities”). The Issuers Company and the Guarantors Guarantor agree to use their all commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable by the earlier of (1) 365 days after the Closing DateDate and (2) the date on which the September Notes Exchange Registration Statement is declared effective by the Commission. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Unless the Exchange Offer would not be permitted by applicable law or Commission policy, the Company and the Guarantors Guarantor further agree to use their all commercially reasonable best efforts to complete (i) commence the Exchange Offer not promptly (but no later than 365 days 10 Business Days) following the Closing Date Effective Time of such Exchange Registration Statement, (or if such 365th day is not a business day, ii) hold the next succeeding business dayExchange Offer open for at least 20 Business Days in accordance with Regulation 14E promulgated by the Commission under the Exchange Act and (iii) (the “Exchange Date”) and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to promptly following the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed “completed” only (i) if the Exchange Notes debt securities and any related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer America and (ii) upon the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 and not more than 30 Business Days following the commencement of the Exchange Offer. The Issuers Company and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections Subsections 6(a), (c), (d) and (e) hereof). (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Effective Time of the Exchange Registration Statement is not by the earlier of (1) 365 days after the Closing Date and (2) the date on which the September Notes Exchange Registration Statement is declared effective by the Commission, and the Exchange Offer has not been completed by within 30 Business Days of the Effective Time of the Exchange Date, Registration Statement or (iii) any Purchaser so requests with respect to holder of Registrable Securities that are not eligible notifies the Company prior to be exchanged for Exchange Notes in the 20th Business Day following the completion of the Exchange Offer and that are held that: (A) it is prohibited by it following the consummation of law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities to the public without delivering a prospectus and the prospectus supplement contained in the Exchange Registration Statement is not appropriate or available for such resales or (ivC) it is a broker-dealer and owns Securities acquired directly from the Exchange Offer is not available to any holder (other than a Purchaser) which notifies Company or an affiliate of the Issuers in writingCompany, then, in each case, then the Issuers Company and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use its commercially reasonable efforts to file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to no later than 30 business days after the time such obligation to file arisesarises (but only on or after the earlier of (1) 90 days after the Closing Date and (2) the date on which any September Notes Shelf Registration Statement is filed with the Commission), file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers Company and the Guarantors Guarantor agree to use their all commercially reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission no later than 90 days after such Shelf Registration Statement filing obligation arises (but only on or prior to after the later earlier of 365 (1) 180 days (or if such 365th day is not a business day, the next succeeding business day) following after the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day2) after the date such filing obligations arises on which the September Notes Shelf Registration Statement becomes effective); provided, that if at any time the Company and the Guarantor are or become “well-known seasoned issuers” (the “Shelf Filing Deadline”as defined in Rule 405) and are eligible to file an “automatic shelf registration statement” (as defined in Rule 405), then the Company and the Guarantor shall file the Shelf Registration Statement in the form of an automatic shelf registration statement as provided in Rule 405. The Company and the Guarantor agree to use all commercially reasonable efforts to keep such Shelf Registration Statement continuously effective for a period ending on until the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no outstanding or 365 days following the Effective Time. No holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder. The Company and the Guarantor agree, and (y) after the Effective Time of the Shelf Registration Statement, Statement and promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary use all commercially reasonable efforts to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration StatementStatement (whether by post-effective amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b) under the Securities Act identifying such holder); provided, however, that nothing in this clause sentence shall (yA) shall relieve any such holder of the obligation to return a properly completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereofhereof or (B) require the Company and Guarantor to file more than one post-effective amendment to the Shelf Registration Statement in any 30-day period. The Issuers Company and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers Company and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish furnish, or cause to be furnished, to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. The Company’s and the Guarantor’s obligation to file a Shelf Registration Statement under clause (i) of this Section 2(b), to cause such Shelf Registration Statement to become and remain effective and to comply with its other undertakings in this Section 2(b) in connection with such Shelf Registration Statement shall terminate upon the completion of the Exchange Offer pursuant to Section 2(a). Notwithstanding the foregoing, the Company and the Guarantor may suspend the availability of any Shelf Registration Statement or, following the consummation of the Exchange Offer, the Exchange Registration Statement (x) if such action is required by applicable law or is taken by the Company or Guarantor in good faith and for valid business reasons (not including avoidance of the Company’s and Guarantor’s obligations hereunder), including the acquisition or divestiture of assets, or (y) with respect to a Shelf Registration Statement required to be filed solely due to the condition set forth in Section 2(b)(ii) hereof, if such action occurs following the consummation of the Exchange Offer. Any period during which the Shelf Registration Statement or Exchange Registration Statement is unavailable in connection with resales of Registrable Securities or Exchange Securities, respectively, except as permitted by clause (y) of this paragraph, is referred to herein as a “Suspension Period”. (c) In the event that (i) the Company and the Guarantor have not filed the Exchange Registration Statement or the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or Section 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or Section 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 30 Business Days after the Effective Time of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) hereof or Section 2(b) is filed and declared or becomes or is declared effective but shall thereafter shall either be withdrawn by the Issuers Company and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted hereinherein including with respect to any Shelf Registration Statement during any applicable Suspension Period in accordance with the second paragraph of Section 2(b)) without being succeeded immediately by an additional registration statement filed and declared effectiveor otherwise becoming effective or (v) one or more Suspension Periods remain in effect for an aggregate of more than 60 days in any consecutive twelve-month period (each such event referred to in clauses (i) through (v), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in each case prior addition to the completion Base Interest, shall accrue on all Registrable Securities during the Registration Default Period (but only with respect to one Registration Default at any particular time) until such time as all Registration Defaults have been cured at a per annum rate of 0.25% for the first 90 days of any Registration Default Period (aggregating, for such purpose, the length of such Registration Default Periods with all subsequent Registration Default Periods), and at a per annum rate of 0.50% thereafter until such time as no Registration Default exists, regardless of the Exchange Offer number of Registration Defaults that shall have occurred and be continuing. (d) The Company and the Guarantor shall take all actions reasonably necessary or (ivadvisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantee under the registration statement contemplated in Section 2(a) the Shelf Registration Statement required by Section or 2(b) hereof is filed and becomes hereof, as applicable. (e) Any reference herein to a registration statement or is declared effective but prospectus as of any time shall thereafter either be withdrawn deemed to include any document incorporated, or deemed to be incorporated, therein by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness reference as of such time; and any reference herein to any post-effective amendment to a registration statement (except or to any prospectus supplement as specifically permitted herein) without being succeeded immediately of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by an additional registration statement filed and declared effective (eachreference as of such time.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date August 8, 2017 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date August 8, 2017 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after August 8, 2017), (B) the 450th day after August 8, 2017, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable Securities of the Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called “Exchange Notes”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or and (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 365th day after the original issue date of the Notes), (B) the 365th day after the original issue date of the Notes, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers and the Guarantor on

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing DateBright House End Date (as defined below). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date date of consummation or the termination of the Bright House Transaction (the “Bright House End Date”), in each case in accordance with the terms of the Bright House/Liberty Stockholders Agreement and the Contribution Agreement (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Bright House End Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 365th day after the Bright House End Date), (B) the 365th day after the Bright House End Date, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers and the Guarantor on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company, which debt securities are identical in all material respects, including but not limited to the minimum denomination requirements set forth in Section 2.03 of the Indenture, to the Securities (and are entitled to the benefits of a trust indenture which is identical in all material respects to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 150 days after the Closing Date, and to use its best efforts to keep the Exchange Registration Statement effective until the Exchange Offer is complete. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their reasonable its best efforts to complete the Exchange Offer not promptly, but no later than 365 180 days following after the Closing Date Date, hold the Exchange Offer open for at least 30 days (or longer if such 365th day required by applicable law) after the date notice of the Exchange Offer is not a business day, mailed to holders of the next succeeding business day) (the “Exchange Date”) Securities and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable SecuritiesSecurities and take any such other action as provided in Section 3. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. Each holder that participates in the exchange Securities in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that such holder is not an affiliate of the Company within the meaning of the Securities Act or a broker-dealer tendering Securities acquired directly from the Company for its own account, (ii) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (iii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act and (iv) that such holder is not acting on behalf of a person who could not make the foregoing representations. (b) If (i) on or prior to the time the Exchange Offer is completed existing law laws, rules or Commission policy or interpretations are changed such that the Company is not permitted to consummate the Exchange Notes Offer or the debt securities received or to be received by holders, any Electing Holder other than any Restricted Holders, Holder in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 180 days following the Exchange Closing Date, (iii) any Purchaser of the Purchasers so requests with respect if such Purchaser holds Securities acquired as part of an unsold allotment or as to Registrable which such Purchaser does not believe it would receive freely transferable securities if it exchanged its Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation or (iv) any holder of Registrable Securities so requests if such holder is not permitted, because of a change in applicable laws, rules or Commission interpretations, to participate in the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect as soon as practicable, but no later than 60 days after the time such obligation to file arises (upon the Registrable Securities that could not be exchanged for any reason set forth in clauses earliest to occur of (i) through (iv) above. The Issuers and the Guarantors shall), on or prior to 30 business days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the 60th day after such Shelf Registration Statement is filed but in no event later of 365 than 210 days (or if such 365th day is not a business day, the next succeeding business day) following after the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; , provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, (iiiii) the Exchange Offer has not been completed on or prior to the Exchange Date, 180th day following the Closing Date (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement required by 2(a) or Shelf Registration Statement required by Section 2(a2(b) hereof is filed and becomes or is declared effective but shall thereafter shall either be withdrawn by the Issuers and the Guarantors Company, become unusable or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement such that it is not effective for the period required by Section 2(a) or Section 2(b), without, in the case of a Shelf Registration Statement, an additional shelf registration statement being declared effective, for more than 45 days in the aggregate in any 12-month period (except each such event referred to in clauses (i) through (iv), a "Registration Default"), then, as specifically permitted herein) without being succeeded immediately liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Securities at a per annum rate of 0.25% upon the occurrence of each Registration Default, which Special Interest rate will increase by an additional per annum rate of 0.25% each 90-day period that such Registration Default continues under any such circumstances, with an aggregate maximum per annum Special Interest rate of 2.0%. All accrued Special Interest shall be paid in cash by the Company on each Interest Payment Date (as defined in the Indenture). Following the cure of all Registration Defaults, the accrual of Special Interest will cease. Upon any Registration Default, so long as the Securities are listed in the Luxembourg Stock Exchange or another exchange and the rules of such exchange so require, the Company shall provide a notice in a publication with circulation in Luxembourg describing such event giving rise to the obligation to pay Special Interest. (d) The Company shall take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantee under the Registration Statement contemplated in Section 2(a) or 2(b) hereof, as applicable, to the extent the Guarantee, by its terms, requires the maintenance of the Guarantee at such time. (e) Any reference herein to a registration statement filed and declared effectiveas of any time shall be deemed to include any document incorporated, in each case prior or deemed to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required be incorporated, therein by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness reference as of such time and any reference herein to any post-effective amendment to a registration statement (except as specifically permitted herein) without being succeeded immediately of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by an additional registration statement filed and declared effective (eachreference as of such time.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business dayApril 20, the next succeeding business day) 2018 (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business dayApril 20, the next succeeding business day) following the Closing Date 2018 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eachbeing

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all of the Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the applicable Indenture or is such Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for registration rights or the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 days following after such registration statement has become effective, hold the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities and related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers receiving Exchange Notes will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Notes. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th 120th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. Each holder that participates in the Exchange Offer will be required, as a condition to its participation in the Exchange Offer, to represent to the Company in writing (which may be contained in the applicable letter of transmittal) (i) that any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the Exchange Offer such holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) that such holder is not an affiliate of the Company within the meaning of the Securities Act and (iv) that such holder is not acting on behalf of a Person who could not make the foregoing representations. In addition, each broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities will be required to represent that the Securities being tendered by such broker-dealer were acquired in ordinary trading or market-making activities. A broker-dealer that is not able to make the foregoing representation will not be permitted to participate in the Exchange Offer. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 255 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder of the Securities by reason of U.S. law or Commission policy (other than a Purchaser) which notifies due solely to the Issuers in writing, then, in each casestatus of such holder as an affiliate of the Company within the meaning of the Securities Act), the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business later of 60 days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 150 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; , provided, however, that (I) no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing HolderHolder and (II) the Company shall be permitted to take any action that would suspend the effectiveness of a Shelf Registration Statement or result in holders covered by a Shelf Registration Statement not being able to offer and sell such Securities if (i) such action is required by law or (ii) such action is taken by the Company in good faith and for valid business reasons involving a material undisclosed event, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon within 30 days following the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period; provided, however, that Special Interest shall not accrue if the failure of the Company to comply with its obligations hereunder is a result of the failure of any of the holders, underwriters, Purchasers or placement or sales agents to fulfill their respective obligations hereunder. (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (e) Any reference herein 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 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) Except as set forth in Section 2(b) below, the Issuers Company, Fort James and the Guarantors Fort James Operating Co. agree to file under the Securities Sxxxxxties Act, as soon xx xxon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed, jointly and severally, by Fort James and Fort James Operating Co., which debt securities and xxxrantees arx xxxstantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the 2008 Note Indenture or the 2014 Note Indenture, as applicable, or is the 2008 Note Indenture or the 2014 Note Indenture, as applicable, and which has been qualified under the Trust Indenture Act), except that such new debt securities have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers Company, Fort James and the Guarantors Fort James Operating Co. agree to use their reasonable reasonxxxx best efforts to efforxx xx cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers Company, Fort James and the Guarantors Fort James Operating Co. further agree to use their reasonable best efforts theix xxxsonable bexx xxforts to commence and complete the Exchange Offer not promptly, but no later than 365 30 business days following the Closing Date (or if such 365th day is not a business daylonger period as may be required by federal securities law) after the Effective Time of such Exchange Registration Statement, hold the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes Securities and the related guarantees received by holders, Holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder Holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than 30 days following the commencement of the Exchange Offer. The Issuers Company, Fort James and the Guarantors Fort James Operating Co. agree (x) to include in the Exchange Offer Registration Xxchange Regxxxxxtion Statement a prospectus for use in any resales by any holder Holder of Exchange Notes Securities that is a broker-Broker dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when at the Effective Time of such Exchange Notes are first issued in the Exchange Offer Registration Statement and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such brokerBroker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders Holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holdersCompany, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities Fort James and Fort James Operating Co. are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Actrequired to file xxx Xxchange Rexxxxxation Statement, (ii) the Exchange Company, Fort James and Fort James Operating Co. are not permitted to consxxxxxe the Exchxxxx Offer has because it is not been completed permitted by the Exchange Dateapplicable law or Commission policy, or (iii) any Purchaser so requests with respect to Holder of Registrable Securities that are not eligible provides written notice to be exchanged for Exchange Notes in the Exchange Offer and that are held by it Company at any time prior to the 20th day following the consummation of the Exchange Offer that (A) such Holder is prohibited under applicable law or under the rules, regulations or policies of the Commission from participating in the Exchange Offer, (B) it may not resell Exchange Securities acquired by such Holder in the Exchange Offer without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not appropriate or available for such resale, or (ivC) it is a Broker-dealer and it holds securities acquired directly from the Exchange Offer is not available to any holder (other than a Purchaser) which notifies Company or an affiliate of the Issuers in writing, then, in each caseCompany, the Issuers Company, Fort James and the Guarantors Fort James Operating Co. shall, in lieu of (or, in the xxx case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a)) hereof, file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shallas soon as practicable, on or prior to 30 business but no later than 60 days after the time such obligation to file arises, file a “"shelf” " registration statement under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders Holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers Company, Fort James and the Guarantors Fort James Operating Co. agree to use their reasonable reasonxxxx best efforts efforxx (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 150 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date obligation to file such filing obligations Shelf Registration Statement arises (the “Shelf Filing Deadline”and, subject to Section 2(f) and hereof, to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; registered under the Shelf Registration Statement cease to be Registrable Securities as defined in this Exchange and Registration Rights Agreement, provided, however, that no holder (other than a Purchaser) Holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder Holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder Holder of Registrable Securities registered under the Shelf Registration Statement that is not then an Electing Holder, to take any action reasonably necessary to enable such holder Holder to use the prospectus forming a part thereof of the Shelf Registration Statement for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder Holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder Holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers Subject to Section 2(f) hereof, the Company, Fort James and the Guarantors Fort James Operating Co. further agree to supplement or supplemexx xx make amendments amenxxxxxs to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company, Fort James and Fort James Operating Co. have not filed the Exchanxx Xxgistration Xxxxement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b) hereof, respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b) hereof, respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 30 business days after the Effective Time of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b) hereof, special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. (d) The Company shall take, and shall cause Fort James and Fort James Operating Co. to take, all actions necexxxxx to ensure xxxx the transactions contemplated herein are effected as so contemplated, including all actions necessary to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (e) Any reference herein 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 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. (f) Notwithstanding any other provisions of this Exchange and Registration Rights Agreement (but subject to the further provisions of this Section 2(f)), the Company may for valid business reasons, including, without limitation, a potential acquisition, divestiture of assets or other material corporate event or transaction, issue a notice to Holders of Registrable Securities registered under any Shelf Registration Statement that such Shelf Registration Statement is no longer effective or that the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement and may issue any notice suspending use of the Shelf Registration Statement required under applicable law to be issued; provided that the use of the Shelf Registration Statement shall not be suspended for more than 45 days in the aggregate in any consecutive 12-month period.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 75 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like number or aggregate principal amount of securities of the Company which are substantially identical to the Securities (and which, in the case of Exchange NotesDebentures, are entitled to the benefits of the Indenture, which will have been qualified under the Trust Indenture Act) except that they have been registered pursuant to an effective registration statement under the Securities Act (such new securities hereinafter called "Exchange Securities"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts to cause such registration statement (the "Exchange Offer Registration Statement Statement") to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer not later than 365 promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement , which shall be on a prospectus for use in any resales by any holder of Exchange Notes date that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it at least 30 days following the consummation commencement of the Exchange Offer, or (iv) . Upon the making of an Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with this paragraph (a), the remainder Company may omit to comply with such of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason procedures set forth in clauses Section 3(c) hereof as may be appropriate under the circumstances without adversely affecting the interests of the holders of Registrable Securities under this Exchange and Registration Rights Agreement, taken as a whole, but the other provisions of this Exchange and Registration Rights Agreement other than Sections 3(d), 3(e), clause (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration oflast sentence of Section 4, and the sale on a continuous or delayed basis by the holders ofSection 7, all the Registrable Securities, pursuant shall continue to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commissionapply mutatis mutandis. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantee are substantially identical to the Securities and the related Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(d) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable thereafter, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 business days following after such Exchange Registration Statement has become effective, hold the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange issue Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities and related guarantee received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under Section 5 of the Securities Act and the Exchange Act (except for the requirement to deliver a prospectus included in the Exchange Act Registration Statement applicable to resales by any broker-dealer of Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities other than those acquired by the broker-dealer directly from the Company) and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eachand

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, with respect to each series of Notes, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable Securities of such Notes for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities applicable series of Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eachdeclared

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date May 23, 2019 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date May 23, 2019 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after May 23, 2019), (B) the 450th day after May 23, 2019, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by each of the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(d) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 days following after such registration statement has become effective, hold the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 180 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies of the Issuers in writing, then, in each caseSecurities, the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to later of 30 business days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 180 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, howeverPROVIDED, HOWEVER, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, howeverPROVIDED, HOWEVER, that nothing in this clause Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) The Company may suspend the use of the prospectus for a period not to exceed 30 days in any 90-day period or an aggregate of 90 days in any 12-month period if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension. (d) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of notes held by such Holder for the first 90 days of the Registration Default Period, and in an amount increasing by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90 days of the Registration Default Period until all Registration Defaults have been cured, up to a maximum amount of special interest for all Registration Defaults of $.50 per week per $1,000 principal amount of notes. (e) The Company and the Guarantors shall take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (f) Any reference herein 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 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) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date April 22, 2021 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date April 22, 2021 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after April 22, 2021), (B) the 450th day after April 22, 2021, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except In the event the Escrow Release Date occurs, except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities of such Notes for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Escrow Release Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Escrow Release Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Escrow Release Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to use its reasonable best efforts to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and Guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the Additional Interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to complete commence the Exchange Offer not promptly, but no later than 365 5 days following after such registration statement has become effective, hold the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities and related Guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. Each holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities 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 of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (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 (v) if such holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. (b) If (i) on or prior to the time the Exchange Offer is completed completed, existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related Guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, freely transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by consummated within 220 days following the Exchange Closing Date, (iii) any Purchaser so requests with respect holder of Securities notifies the Company prior to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it 20th day following the consummation of the Exchange Offer that (a) due to a change in law or policy it is not eligible to participate in the Exchange Offer, (b) due to a change in law or policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not appropriate or available for such resales by such holder or (c) it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, or (iv) the holders of the Securities may not resell the Exchange Securities acquired by them in the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writingpublic without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, then, in then each case, of the Issuers Company and the Guarantors shallwill, in lieu of (or, or in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use its reasonable best efforts to file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and later of 90 days after the Guarantors shall, on Closing Date or prior to 30 business 90 days after the time such obligation to file arisesarises or in the case of clause (ii), file 30 days, a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, or, in the case of clause (iii), of the Securities held by the holders referred to in such clause for resale by such holders, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 90 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; , provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. No holder of Registrable Securities shall be entitled to Additional Interest pursuant to Section 2(c) hereof unless and until such holder has provided all such information. The Issuers foregoing shall not apply to actions taken (or contemplated to be taken) by the Company in good faith and for valid business reasons involving a material undisclosed event (but not including the Guarantors avoidance of the Company's obligations hereunder) (a "Suspension Event"), including, without limitation, the acquisition or divestiture of assets or the offering or sale of securities, so long as the Company promptly thereafter complies with the requirements of Section 3(e) hereof, if applicable. Any such period during which the Company is excused from keeping the Shelf Registration Statement effective and usable for offers and sale of the Registrable Securities is referred to as a "Suspension Period;" provided that, such Suspension Period shall not exceed 45 days in any 12-month period (whereafter Additional Interest shall accrue and be payable); and provided further agree that the number of days of any actual Suspension Period shall be added on to the end of the two-year period specified above. A Suspension Period shall commence on and include the date that the Company gives notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities and shall end on the earlier to occur of (1) the date on which each seller of Registrable Securities covered by the Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 3(e) hereof or is advised in writing by the Company that the use of the prospectus may be resumed and (2) the expiration of 45 days in any 12-month period during which one or more Suspension Periods has been in effect. The Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior to consummated within 30 business days after the initial effective date of the Exchange Date, Registration Statement or (iiiiv) the any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either cease to be withdrawn effective (other than by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) reason of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted hereina Suspension Event) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, additional interest ("Additional Interest"), in addition to the Base Interest, shall accrue on the Securities over and above the interest set forth in the title of the Securities, with respect to the first 90-day period (or portion thereof) while a Registration Default or Defaults is continuing immediately following the occurrence of such Registration Default or Defaults, by 0.25%, such interest rate increasing by an additional 0.25% at the beginning of each subsequent 90-day period (or portion thereof) while a Registration Default or Defaults is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.0%. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Securities will cease and the interest rate will revert to the original rate. Additional Interest pursuant to this Section 2(c) constitutes liquidated damages with respect to Registration Defaults and shall be the exclusive monetary remedy available to the holders of the Securities in respect of any Registration Default. Additional Interest will not accrue and be payable as set forth above during any Suspension Period. All accrued Additional Interest shall be paid to the holders entitled thereto, in the manner provided for the payment of interest in the Indenture and the Securities, on each interest payment date, as more fully set forth in the Indenture and the Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Securities, as the case may be, 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 comprised of twelve 30-day months), and the denominator of which is 360. (d) The Company shall take, and shall cause the Guarantors to take, all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonably necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (e) Any reference herein 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 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) a. Except as set forth in Section 2(b) below, the Issuers Issuer and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable Securities of the Notes for a like aggregate principal amount of notes issued by the Issuer, and guaranteed by the Guarantors, which notes would be substantially identical in all material respects to the Notes, except that they would have been registered pursuant to an effective registration statement under the Securities Act and entitled to the benefits of the Indenture, as qualified under the Trust Indenture Act, and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called “Exchange Notes”). The Issuers Issuer and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 270 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers Issuer and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not promptly (but no later than 365 35 business days following or longer, if required by the Closing Date federal securities laws, after such registration statement has become effective), hold the Exchange Offer open for at least 20 business days (or if such 365th day is not a business day, calculated in accordance with the next succeeding business day) (the “Exchange Date”Act) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if “completed” to the extent that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of AmericaAct. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes for all a comparable amount of Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers Issuer and the Guarantors agree to the extent necessary and identified by notice of Restricted Holder at least ten business days prior to the Effective Time of the Exchange Offer Registration Statement (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) b. If (i) on or prior to the time the Exchange Offer is completed completed, existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it within 300 days following the consummation of the Exchange OfferClosing Date, or (iviii) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies Restricted Holder, or the Issuers Exchange Notes received by any Restricted Holder in writing, then, in each casethe Exchange Offer are not transferable without restriction under the Securities Act, the Issuers Issuer and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shallAct, on or prior to 30 business within 120 days after the time such Restricted Holders give notice to the Issuer and the Guarantors that such obligation to file arisesarises (the “Shelf Obligation Trigger”), file a no more than one “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers Issuer and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 270 days (or if after such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) Obligation Trigger and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any commercially reasonable action reasonably necessary that is permissible by the SEC to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Issuer in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers Issuer and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Issuer for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or and, in any event, promptly following its filing with the Commission. (c) c. In the event that (i) the Issuer and the Guarantors have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 35 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Issuer or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period of time during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, in addition to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of such applicable Notes at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. All accrued Special Interest shall be paid in cash by the Issuer on each Interest Payment Date (as defined in the Indenture). Notwithstanding anything to the contrary herein, the Company shall not be required to pay Special Interest to a Restricted Holder if such Restricted Holder’s failure to receive Exchange Notes and/or inability to use a Shelf Registration Statement arises from such Restricted Holder’s failure to comply with its obligations to make the representations set forth in Section 3(c) and/or obligations under Section 3(d)(iii), as applicable, or to provide the information required to be provided by it. Following the cure of all Registration Defaults, the accrual of Special Interest shall cease. d. The Issuer and the Guarantors shall use their reasonable best efforts to take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated in Section 2(a) or 2(b) hereof. e. Any reference herein to a registration statement as of any time shall be deemed to include any document permitted to be 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 permitted to be incorporated, or deemed to be incorporated, therein by reference as of such time.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Issuer agrees to use its best efforts to file or cause to be filed under the Securities Act, as soon as practicable, but no later than 368 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Issuer, which debt securities are substantially similar to the Securities, except that they (i) shall be registered pursuant to an effective registration statement under the Securities Act, (ii) shall be issued pursuant to the Indenture and not the Fiscal Agency Agreement and (iii) shall not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and Issuer shall enter into the Guarantors agree Indenture on or before the Effective Time of the Exchange Offer. The Issuer agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective by the Commission under the Securities Act as soon as practicable practicable, but no later than 368 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable rules and regulations under the Exchange Act. The Issuers and the Guarantors Issuer further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 398 days following after the Closing Date (or if such 365th day is not a business dayDate, hold the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to issue and deliver Exchange Securities in exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers Each holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in, and in accordance with the Guarantors shall keep terms of, the Exchange Offer open for will be required to make certain customary representations in connection therewith, including representations that such holder is not a period of not less than Restricted Holder. Upon the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice effectiveness of the Exchange Offer is mailed to holders. The Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, that each holder (other than a Restricted Holders, Holder) electing to participate in the Exchange Offer in exchange for Registrable will receive Exchange Securities that are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Issuer having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Issuer having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Issuer agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guaranty received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 398 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect holder notifies the Issuer prior to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following 20 days after the consummation of the Exchange OfferOffer that (A) based on the advice of counsel, due to a change in law or (iv) Commission policy it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not appropriate or available for such resales by such holder or (B) it is a Purchaser and owns Registrable Securities acquired directly from the Issuer or an affiliate of the Issuer or (C) on or prior to any holder (other than the consummation of the Exchange Offer existing laws, regulations and/or applicable Commission interpretations have been changed such that the holders of at least a Purchaser) which notifies majority in aggregate principal amount of the Issuers Registrable Securities would not be able to resell the Exchange Securities acquired by them in, and in writing, then, in each caseaccordance with the terms of, the Issuers Exchange Offer to the public without restriction under the Securities Act and without restriction under applicable blue sky or state securities laws, the Guarantors Issuer shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use its best efforts to file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, or cause to be filed under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers later of the 368th day after the Closing Date and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arisesarises (but in no event prior to August 1 or after September 30 of any calendar year), file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Issuer agrees to use their reasonable its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 60 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises was required to be made hereunder (the “Shelf Filing Deadline”but in no event prior to August 1 or after September 30 of any calendar year) and to keep such Shelf Registration Statement continuously effective for a period ending on of two years (or, if shorter, the earlier of (iperiod after which Rule 144(k) under the second anniversary Securities Act generally becomes available to non-affiliates of the Effective Time Issuers) from the effective date of the Shelf Registration Statement (subject to extension pursuant to Section 2(d) and Section 3(h)) (provided that if such Shelf Registration Statement has been filed solely at the request of a Purchaser pursuant to clause (iii)(B) of Section 2(b) above, the Issuer shall only be required to use its best efforts to keep such Shelf Registration Statement continuously effective for a period of one year from the date of issuance of the Securities (subject to extension pursuant to Section 2(d) and Section 3(h)) or (ii) such time as there are no longer any Registrable until all of the Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Issuer further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Issuer for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Issuer agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to promptly after its being used or promptly following its filing with the Commission. (c) In the event that If (i) the Exchange Registration Statement (or a Shelf Registration Statement has in lieu thereof) is not become effective filed on or been prior to the 368th day after the Closing Date, (ii) the Exchange Registration Statement (or a Shelf Registration Statement in lieu thereof) is not declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) 368th day after the Exchange Offer has not been completed on or prior to the Exchange Closing Date, (iii) the Exchange Offer is not consummated on or prior to the 30th day after the date specified for the effectiveness of the Exchange Registration Statement, (iv) a Shelf Registration Statement required by Section 2(ato be filed is not filed on or before the date specified above for such filing, (v) hereof a Shelf Registration Statement otherwise required to be filed is filed and becomes not declared effective on or before the date specified above for effectiveness thereof or (vi) a Shelf Registration Statement is declared effective but thereafter shall either thereafter, subject to certain exceptions, ceases to be withdrawn effective or usable (whether due to a stop order or otherwise) in connection with resales of Registrable Securities during the period specified in 2(b) (each such event referred to in clauses (i) through (vi) above, a "Registration Default"), then, in the case of a Registration Default referred to in clause (i), (ii) or (iii) above, the interest rate on all Registrable Securities or, in the case of a Registration Default referred to in clause (iv), (v) or (vi) above, the interest rate on the Registrable Securities to which such Registration Default relates, will increase by 0.25% per annum with respect to each 90-day period that passes until all such Registration Defaults have been cured, up to a maximum amount of 1.00% per annum ("Additional Interest"). Upon the cure of any of such Registration Default, the interest rate borne by the Issuers Registrable Securities shall be reduced thereafter by the full amount of any such increase or increases that resulted from such Registration Default. The Issuer shall notify the Fiscal Agent within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Guarantors Fiscal Agent, in trust, for the benefit of the holders, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall become subject be payable on each interest payment date to an effective stop order issued the record holder entitled to receive the interest payment to be paid on such date as set forth in the Fiscal Agency Agreement. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. (d) Any Exchange Offer Registration Statement pursuant to Section 8(d2(a) of and any Shelf Registration Statement pursuant to Section 2(b) will not be deemed to have become effective unless it has been declared effective by the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and Commission; provided that, after it has been declared effective, in each case prior the offering of Securities pursuant to the completion of the Exchange Offer or (iv) the a Shelf Registration Statement required by is subject to any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement will be deemed not to have been effective for such Securities during the period it was so subject, until the offering of such Securities pursuant to such Registration Statement may legally resume. In no event shall the Issuer be deemed to be in breach of its obligations under the second paragraph of Section 2(b) hereof is filed nor shall a Registration Default described in Section 2(c)(vi) be deemed to have occurred (i) as a result of any action required by applicable law which renders the Issuer unable to comply with the Commission disclosure requirements or (ii) if compliance with its obligations under this Exchange and becomes Registration Rights Agreement to maintain the effectiveness of, supplement or is declared effective but shall thereafter either be withdrawn amend any Registration Statement, upon advice of U.S. counsel to the Issuer, would require additional disclosure of material non-public information by the Issuers Issuer or its subsidiaries as to which, and so long as, the Issuer or its subsidiaries has a bona fide business purpose in preserving its confidentiality; provided that the maximum period of time during which the Issuer shall be entitled to postpone the effectiveness, supplementing or amending of any Registration Statement pursuant to clause (ii) of this paragraph shall be 45 calendar days; provided, further, that (x) upon the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall give the holders prompt written notice of such exercise and an approximation of the anticipated length of such postponement and (y) after the exercise of its right under clause (ii) of this paragraph to postpone the effectiveness, supplementing or amending of any such Registration Statement, the Issuer shall not, within six months of the expiration of any such postponement, exercise again its right of postponement under clause (ii) of this paragraph. The holders hereby acknowledge that any notice given by the Issuer pursuant to this paragraph may constitute material non-public information and that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of the company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (e) The Issuer shall register the Exchange Securities with the Sección Especial del Registro Nacional de Valores (Special Section of the National Registry of Securities), of Mexico. (f) The Issuer shall register this Agreement, the Indenture and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(dforms of Exchange Securities with the Secretaría de Hacienda y Crédito Público (the Ministry of Finance) of Mexico. (g) The Issuer shall take all actions necessary or advisable to cause to be registered the Securities Act suspending Guaranties under the effectiveness registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (h) Any reference herein 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 and any reference herein to any post-effective amendment to a registration statement (except as specifically permitted herein) without being succeeded immediately of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by an additional registration statement filed and declared effective (eachreference as of such time.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable Securities of the 2005 Notes and the 2008 Notes, in each case for a like aggregate principal amount of debt securities issued by the Company, which debt securities are substantially identical to the 2005 Notes and the 2008 Notes, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the Additional Interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 days following after such registration statement has become effective, hold the Closing Date (or if such 365th day is not a business day, Exchange Offer open for at least 30 days and exchange the next succeeding business day) (the “applicable Exchange Date”) and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" with respect to a series of Securities only if the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities of such series are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed with respect to a series of Securities upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities of such series pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities of the appropriate series for all Registrable Securities of such series that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company shall (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed completed, existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities of a series are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 225 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than of the Securities of a Purchaser) which notifies the Issuers in writing, then, in each caseseries, the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to later of 30 business days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable SecuritiesSecurities of such series, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 120 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time date the Securities are issued or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement with respect to a series of Securities on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement with respect to a series of Securities has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, (iiiii) the Exchange Offer has not been completed on or prior with respect to a series of Securities within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made), (iv) any Exchange Registration Statement or Shelf Registration Statement with respect to a series of Securities required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective or (eachv) the holders of Registrable Securities of a series are prevented or restricted by the Company from effecting sales pursuant to any Shelf Registration Statement except as expressly permitted by Section 2(f) (each such event referred to in clauses (i) through (v), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), additional interest ("Additional Interest"), in addition to the Base Interest, shall accrue with respect to such affected series of Securities at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period; provided, however, that Additional Interest shall not accrue at a -------- ------- per annum rate in excess of 1% in respect of all Registration Defaults. Additional Interest on such Securities shall cease to accrue (A) in the case of clause (i) above, upon the filing of the Exchange Registration Statement or Shelf Registration Statement, (B) in the case of clause (ii) above, upon the effectiveness of the Exchange Registration Statement or Shelf Registration Statement, (C) in the case of clause (iii) above, upon the completion of the Exchange Offer, (D) in the case of clause (iv) above, upon the effectiveness of a new Exchange Registration Statement or Shelf Registration Statement succeeding a withdrawn Exchange Registration Statement or Shelf Registration Statement or upon the cessation of the stop order suspending the effectiveness of such Exchange Registration Statement or Shelf Registration Statement, as applicable, (E) in the case of clause (v) above, when the holders of Registrable Securities are no longer prevented or restricted by the Company from effecting sales pursuant to any Shelf Registration Statement and (F) other than with respect to a holder that is an affiliate of the Company or a holder that is not otherwise eligible to utilize the provisions of Rule 144(k) under the Securities Act, upon the expiration of two years (or such shorter period as may be prescribed by paragraph (k) of Rule 144) commencing on the Closing Date, in each case (A)-(E), subject to the new accrual of Additional Interest upon the occurrence of a new Registration Default. (d) The Company shall take all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated. (e) Any reference herein 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 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. (f) The Company may suspend the use of the Shelf Registration Statement for a period not to exceed 30 days in any 90-day period or an aggregate of 90 days in any 12-month period if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 270 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Issuers and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange NotesSecurities”). The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 360 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 days following after such registration statement has become effective, hold the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) Offer open for at least 30 days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed “completed” only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. Each holder participating in the Exchange Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act and (iii) such holder is not an “affiliate,” as defined in Rule 405 of the Securities Act of the Company. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 390 days following the Exchange Closing Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes Securities in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, Offer or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies shall be, and shall notify the Issuers Company that such holder is, prohibited by law or Commission policy from participating in writing, then, the Exchange Offer or such holder may not resell the Exchange Securities acquired in each casethe Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Registration Statement is not available for such resales by such holder (other than in either case (x) due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act or (y) due to such holder’s inability to make the representations set forth in the second paragraph of Section 2(a) hereof) and any such holder so requests, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause clauses (iii) or and (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shallas soon as reasonably practicable, on or prior to 30 business but no later than 60 days after the time such obligation to file arises, file a “shelf” shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable SecuritiesSecurities (or in the case of clause (iii), the Registrable Securities held by the Purchasers), pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”); provided that if the Shelf Registration Statement must be filed pursuant to clause (i) and the Exchange Registration Statement has not yet been filed, the Issuers need not file the Shelf Registration Statement until 270 days after the Closing Date and the date of such filing shall be deemed to be the date on which the obligation to file such Shelf Registration Statement arose for purposes of the next sentence. The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 120 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date on which the obligation to file such filing obligations Shelf Registration Statement arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; , provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement for up to an aggregate of 60 days in any consecutive twelve-month period if (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, or (iii) with respect to a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, such action occurs following the consummation of the Exchange Offer. (c) In the event that (i) the Issuers have not filed the Exchange Registration Statement nor a Shelf Registration Statement (applicable to all of the Registrable Securities) on or before 270 days after the Closing Date, or (ii) the Exchange Registration Statement has not become effective or been declared effective by the Commission on or prior to before 360 days after the Shelf Filing DeadlineClosing Date, or (iiiii) the Exchange Offer has not been completed on or prior to consummated within 390 days after the Exchange Closing Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) if a Shelf Registration Statement required to be filed under Section 2(b) hereof is not declared effective on or before 120 days after the date on which the obligation to file the Shelf Registration Statement arises, or (v) if any Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by effective, and during the period the Issuers and are required to use their reasonable best efforts to cause the Guarantors or Shelf Registration Statement to remain effective, (x) the Company shall become subject to an effective stop order issued have suspended the Shelf Registration Statement pursuant to Section 8(d2(b) hereof for more than 60 days in the aggregate in any consecutive twelve-month period and be continuing to suspend the availability of the Securities Act suspending Shelf Registration Statement or (y) the effectiveness Shelf Registration Statement shall cease to be effective (other than by action of such registration statement (except as specifically permitted hereinthe Issuers pursuant to the second paragraph of Section 2(b) hereof) without being succeeded immediately by an additional shelf registration statement that is filed and declared effective (eacheach such event referred to in clauses (i) through (v), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. (d) If during the 180 day period referenced in the penultimate sentence of the first paragraph of Section 2(a) hereof the Exchange Offer Registration Statement is suspended by the Issuers or ceases to be effective such that any broker-dealer that (i) receives Exchange Securities in the Exchange Offer and (ii) is subject to prospectus delivery requirements cannot fulfill such requirements, the Company shall pay Special Interest to such broker-dealers in an amount calculated in a manner consistent with that specified above with respect to Registration Defaults. (e) The Issuers shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (f) Any reference herein 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 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) Except as set forth in Section 2(b) below, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable Securities of the Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called “Exchange Notes”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or and (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 365th day after the original issue date of the Notes), (B) the 365th day after the original issue date of the Notes, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date February 6, 2017 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date February 6, 2017 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after February 6, 2017), (B) the 450th day after February 6, 2017, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) belowTo the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuers Company and the Guarantors agree shall use their reasonable best efforts to (i) cause to be filed on or prior to the six (6) month anniversary of the first Closing Date (as defined in the Purchase Agreement) and cause to be declared effective by the SEC as soon as practicable and not later than the nine (9) month anniversary of the first Closing Date an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities; provided, however, that in the event that not all of the $100,000,000 aggregate principal amount of Securities were issued pursuant to the terms of the Purchase Agreement prior to the date the Exchange Offer Registration Statement becomes effective (it being understood and agreed that in the event of the issuance of additional Securities following the filing of such Exchange Offer Registration Statement and before the effectiveness of such Exchange Offer Registration Statement, the Company and the Guarantors shall amend such Exchange offer Registration Statement to cover such additional Securities), the Company and the Guarantors shall, to the extent permitted, amend the initial Exchange Offer Registration Statement to cover such additional issuance(s) of Registrable Securities by filing a post-effective amendment to the initial Exchange Offer Registration Statement to cover any such additional Securities (and if not so permitted, to file an additional Exchange Offer Registration Statement to cover the Registrable Securities issued but not covered by the initial Exchange Offer Registration Statement filed by the Company and the Guarantors). The Company and the Guarantors shall use reasonable best efforts (i) to file such post-effective amendment or additional Exchange Offer Registration Statement as soon as practicable, and in the case of such a post-effective amendment, not later than fifteen (15) days after the issuance of the applicable additional Securities, and, in the case of an additional Exchange Offer Registration Statement, not later than the fifteen (15) day anniversary of the date of the final issuance of Securities under the Purchase Agreement and (ii) to cause to be declared effective by the SEC as soon as practicable, and in the case of such a post-effective amendment, not later than forty-five (45) days after the issuance of the applicable additional Securities, and, in the case of an additional Exchange Offer Registration Statement, not later than the forty-five (45) day anniversary of the date of the final issuance of Securities under the Purchase Agreement. The Company and the Guarantors shall commence each applicable Exchange Offer promptly after the applicable post-effective amendment or Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete such Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence each applicable Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each applicable Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: (i) that 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; (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) (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 each applicable Holder electing to have a Registrable Security exchanged pursuant to such 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 Borough of Manhattan, The City of New York) 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 each applicable 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 Borough of Manhattan, The City of New York) 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 any applicable Exchange Offer, an applicable Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of 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 in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor and (iv) 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 in an Exchange Offer, the Company and the Guarantors shall, with respect to each applicable Exchange Offer: (i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to such 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 reasonable best efforts to complete the applicable 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 such Exchange Offer. Any Exchange Offer shall not be subject to any conditions, other than that such Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registrations provided for in Section 2(a) above are not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the first Exchange Offers are not for any other reason completed by the date that is the one (1) year anniversary of the initial issuance of Securities (the “Exchange Offer Deadline”) or (iii) upon receipt at any time of a written request (a “Shelf Request”) from the Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer(s), including due to the application of Rule 405 under the Securities Act, the Company and the Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicablepracticable and not later than thirty (30) days after such determination, date or Shelf Request, as the case may be, a registration statement relating Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to an offer have such Shelf Registration Statement become effective as soon as practicable and not later than the later of (i) sixty (60) days following the receipt of such Shelf Request and (ii) the nine (9) month anniversary of the first Closing Date. In the event that the Company and the Guarantors are required to exchange file a Shelf Registration Statement pursuant to clause (such registration statementiii) of the preceding sentence, the “Company and the Guarantors shall use their reasonable best efforts to file and have become effective both the applicable Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”Statement pursuant to Section 2(a) any and with respect to all applicable Registrable Securities for and a like aggregate principal amount Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statements) with respect to offers and sales of Exchange NotesRegistrable Securities held by the Initial Purchaser during the time periods set forth in clause (iii). The Issuers Company and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on until all the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled covered by the Shelf Registration Statement have been sold pursuant to be named as a selling securityholder in the Shelf Registration Statement or otherwise cease to use the prospectus forming a part thereof for resales of be Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the “Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereofEffectiveness Period”). The Issuers Company and the Guarantors further agree to supplement or make amendments to amend the Shelf Registration Statement, as the related Prospectus and when any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act for shelf registrationor by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the Issuers case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to each Electing Holder the Holders of Registrable Securities copies of any such supplement or amendment prior to promptly after its being used or promptly following its filing filed with the CommissionSEC. (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. (d) Any Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. In the event that either the one or more Exchange Offers (including post-effective amendments thereto) are not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the nine month anniversary of the first Closing Date pursuant to the Purchase Agreement (the “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 applicable Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum increase of 1.00% per annum. In the event that the Company receives one or more Shelf Requests pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does not become effective by the later of (x) the nine month anniversary of the first Closing Date pursuant to the Purchase Agreement or (y) 90 days after the delivery of the last such Shelf Request (or, if the Shelf Registration Statement is reviewed by the SEC, 120 days after the delivery of such Shelf Request, provided that the Company shall use reasonable best efforts to cause the Shelf Registration Statement to become effective within 90 days after the 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 the Securities become freely tradable under the Securities Act, up to a maximum increase of 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 Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has not again become effective or been declared effective the Prospectus again becomes usable. (e) Without limiting the remedies available to the Initial Purchaser and the Holders, the Company and the Guarantors acknowledge that any failure by the Commission on Company or prior the Guarantors to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by comply with their obligations under Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is filed no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and becomes that, in the event of any such failure, the Initial Purchaser or is declared effective but shall thereafter either any Holder may obtain such relief as may be withdrawn by required to specifically enforce the Issuers Company’s and the Guarantors or shall become subject to an effective stop order issued pursuant to Guarantors’ obligations under Section 8(d2(a) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted hereinand Section 2(b) without being succeeded immediately by an additional registration statement filed and declared effective (eachhereof.

Registration Under the Securities Act. (a) Except as set forth To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC and except in the circumstances contemplated by Section 2(b2(b)(i) belowhereof, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to Guarantor shall use their reasonable best efforts to (i) cause to be filed with the SEC one or more Exchange Offer Registration Statements covering an offer to the Holders to exchange all Registrable Notes for Exchange Notes as soon as practicable following the Closing Date, (ii) cause such Exchange Offer Registration Statement or Statements to become or be declared effective under the Securities Act as soon as practicable following filing with the SEC and (iii) have such Exchange Offer Registration Statement or Statements remain effective until the earlier of (A) 120 days after the Closing Dateclosing of the Exchange Offer relating to the series of Registrable Notes covered by such Exchange Offer Registration Statement and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes of such series. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers Company and the Guarantors further agree to Guarantor shall use their reasonable best efforts to commence each Exchange Offer promptly after the related Exchange Offer Registration Statement is declared effective by the SEC and to complete the such Exchange Offer not later than 365 60 days following the Closing Date (or if after such 365th day is not a business dayeffective date. For purposes of this Agreement, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the an Exchange Offer open for a period series of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company and the Guarantor having exchanged the Exchange Notes for all outstanding Registrable Securities Notes of such series (other than those held by Holders that are ineligible to participate in such Exchange Offer) pursuant to the such Exchange Offer and (ii) the Issuers Company and the Guarantor having exchanged, pursuant to the such Exchange Offer, Exchange Notes for all Registrable Securities Notes of such series that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer. The Issuers ; provided, however, that the Company and the Guarantors agree (x) Guarantor may, in their discretion, accept tenders of Registrable Notes of such series for Exchange Notes subsequent to include in the date the Company and the Guarantor consummate such Exchange Offer with respect to Registrable Notes of such series tendered as of the date of initial consummation, and the Exchange Offer Registration Statement shall be deemed to have been consummated for such series of Notes notwithstanding any such extension of the tender period. The Company and the Guarantor shall commence each Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of Registrable Notes of the series covered by such Exchange Offer stating, in addition to such other disclosures as are required by applicable law: (i) that such Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes 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 prospectus for use period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Note of such series not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; (iv) that any Holder electing to have a Registrable Note of such series exchanged pursuant to such Exchange Offer will be required to surrender such Registrable Note, together with the appropriate letters of transmittal, to the institution and at the address (located in New York City) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and (v) that any resales Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, in the manner specified in such notice. As a condition to participating in an Exchange Offer, a Holder of Registrable Notes of the series covered by such Exchange Offer will be required to represent to the Company and the Guarantor that (i) any holder of Exchange Notes that to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of 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 Notes to be issued in such Exchange Offer in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under Securities Act) of the Company or the Guarantor and (iv) if such Holder is a broker-dealer and identifies itself as such by written notice dealer, that it will receive any Exchange Notes to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep be issued in such Exchange Offer Registration Statement effective for its own account in exchange for Registrable Notes that were acquired as a period result of market-making or other trading activities, and that it will deliver, to the extent required by applicable law or regulation or SEC pronouncement, a Prospectus in connection with any resale of such Exchange Notes. As soon as practicable after the last Exchange Date, the Company and the Guarantor shall: (i) accept for exchange Registrable Notes of such series or portions thereof validly tendered and not properly withdrawn pursuant to such Exchange Offer; and (ii) deliver, or cause to be delivered, to the “Resale Period”) beginning when Exchange Trustee for cancellation all Registrable Notes are first issued or portions thereof so accepted for exchange by the Company in the such Exchange Offer and ending upon issue, and cause the earlier Trustee to promptly authenticate and deliver to each Holder, Exchange Notes equal in principal amount to the principal amount of the expiration Registrable Notes surrendered by such Holder. The Company and the Guarantor shall use their reasonable best efforts to complete each Exchange Offer as provided above and shall comply with the applicable requirements of the 180th day after Securities Act, the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Act and other applicable laws and regulations in connection with each Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereofOffer. (b) If In the event that (i) on or prior to the time Company and the Guarantor determine that an Exchange Offer Registration provided for in Section 2(a) hereof is not permitted or may not be completed existing as soon as practicable after the last Exchange Date because it would violate any applicable law or Commission policy applicable interpretations of the Staff of the SEC, or interpretations are changed such that because the Exchange Notes received by holders, other than Restricted Holders, Holders in the such Exchange Offer in exchange for Registrable Securities are not not, or would not be, be upon receipt, transferable by each such holder Holder without restriction need for further compliance with Section 5 of the Securities Act (except for the requirement to deliver a Prospectus in connection with any resale by a Participating Broker-Dealer), (ii) such Exchange Offer is not for any other reason completed by September 30, 2010 or (iii) upon completion of such Exchange Offer any of the Initial Purchasers shall so request in connection with any offering or sale of Registrable Notes of the series covered by such Exchange Offer initially purchased by it pursuant to the Purchase Agreement, the Company and the Guarantor shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all such Registrable Notes by the Holders thereof and to have such Shelf Registration Statement become effective under the Securities Act; provided that, (ii) if the Exchange Offer has not been completed by foregoing requirement to file a Shelf Registration Statement arises on a date more than one year after the Exchange Datedate of this Agreement, (iii) any Purchaser so requests with respect no such Shelf Registration Statement shall be required to be filed to the extent the Registrable Securities that are not eligible have been sold pursuant to be exchanged for Exchange Notes Rule 144 or have become freely tradable by Persons other than “affiliates” (as defined in the Exchange Offer and that are held by it following the consummation Rule 144) of the Exchange Offer, or (iv) the Exchange Offer is not available Company pursuant to any holder (other than a Purchaser) which notifies the Issuers in writing, thenRule 144, in each case, under circumstances in which any legend borne by the Issuers Securities relating to restrictions on transferability thereof is permanently removed, the Securities do not bear a restricted CUSIP number and such Securities are permanently eligible to be sold pursuant to Rule 144. If the Company and the Guarantors shall, in lieu of (or, in the case of Guarantor receive reasonable advance notice that they will be required to file a Shelf Registration Statement pursuant to clause (iii) or (iv)of the preceding paragraph, in addition to) conducting the Exchange Offer contemplated by Section 2(a), Company and the Guarantor shall use their reasonable best efforts to file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, and have become effective under the Securities Act both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Notes of such series and a Shelf Registration Statement (which may be a combined Registration Statement with such Exchange Offer Registration Statement) with respect to offers and sales of Registrable Notes of such series held by the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) aboveInitial Purchasers after completion of such Exchange Offer. The Issuers Company and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep any such Shelf Registration Statement continuously effective for a period ending on of not less than 90 days with respect to the earlier of (i) the second anniversary of the Effective Time or (ii) Registrable Notes covered by such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or such shorter period that will terminate when all such Registrable Notes have been sold (A) pursuant to use such Shelf Registration Statement or (B) beginning on the prospectus forming a part thereof for resales of Registrable Securities unless such holder date that is an Electing Holder, and (y) more than one year after the Effective Time date of this Agreement, pursuant to Rule 144 or have become freely tradable by Persons other than “affiliates” (as defined in Rule 144) of the Company pursuant to Rule 144, in each case, under circumstances in which any legend borne by the Securities relating to restrictions on transferability thereof is permanently removed, the Securities do not bear a restricted CUSIP number and such Securities are permanently eligible to be sold pursuant to Rule 144 (the “Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereofEffectiveness Period”). The Issuers Company and the Guarantors Guarantor further agree to supplement or make amendments to the amend such Shelf Registration Statement, as the related Prospectus and when any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers Company and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationregistration or if reasonably requested by a Holder of such Registrable Notes with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the Issuers case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors Guarantor agree to furnish to each Electing Holder the Holders of Registrable Notes of such series copies of any such supplement or amendment prior to promptly after its being used or promptly following its filing filed with the CommissionSEC. (c) In The Company and the event that (iGuarantor shall pay all Registration Expenses in connection with each registration provided in Sections 2(a) and 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Notes pursuant to any Shelf Registration Statement. (d) An Exchange Offer Registration Statement has pursuant to Section 2(a) hereof will not be deemed to have become effective or unless it has been declared effective by the Commission SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or becomes automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. Any obligation to file with the SEC a Shelf Registration Statement pursuant to Section 2(b) hereof will be deemed to be satisfied if the Company has previously filed a registration statement with the SEC that may be used without limitation or restriction for the purposes contemplated by Section 2(b) hereof. (e) In the event that either the Exchange Offer relating to a series of Notes is not completed or the Shelf Registration Statement relating to such series, if required hereby, has not become effective under the Securities Act on or prior to September 30, 2010 (October 30, 2010 solely in the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) case of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the a Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d2(b)(iii) hereof), the interest rate on the Registrable Notes of such series will be increased by 0.50% per annum until an Exchange Offer relating to the Notes of such series is completed or a Shelf Registration Statement relating to the Notes of such series, if required hereby, becomes effective under the Securities Act, at which time the increased interest shall cease to accrue. If a Shelf Registration Statement has become effective under the Securities Act suspending and thereafter either ceases to be effective or the effectiveness Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (two suspensions not to exceed 30 days each in any 365-day period in the case of a suspension described in Section 3 hereof), then the interest rate on the Registrable Notes of the series covered by such registration statement Shelf Registration Statement will be increased by 0.50% per annum commencing on the 31st day in such 12-month period and ending on such date that such Shelf Registration Statement has again become effective under the Securities Act or such Prospectus again becomes usable, at which time the increased interest shall cease to accrue; provided, however, that if such Prospectus ceases to be usable because audited financial statements are required to be filed with the SEC and incorporated by reference in such Shelf Registration Statement to comply with the undertaking of the Company and the Guarantor pursuant to Item 512(a)(4) of Regulation S-K (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed or any successor provision), such a suspension shall not be a suspension for purposes of the foregoing provision unless and declared effective (eachto the extent its duration exceeds 60 days.

Registration Under the Securities Act. (a) Except as set forth To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC and except in the circumstances contemplated by Section 2(b2(b)(i) belowhereof, the Issuers Company and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to Guarantor shall use their reasonable best efforts to (i) cause to be filed with the SEC one or more Exchange Offer Registration Statements covering an offer to the Holders to exchange all Registrable Notes for Exchange Notes as soon as practicable following the Settlement Date, (ii) cause such Exchange Offer Registration Statement or Statements to become or be declared effective under the Securities Act as soon as practicable following filing with the SEC and (iii) have such Exchange Offer Registration Statement or Statements remain effective until the earlier of (A) 120 days after the Closing Dateclosing of the Exchange Offer relating to the series of Registrable Notes covered by such Exchange Offer Registration Statement and (B) such time as all Participating Broker-Dealers no longer own any Registrable Notes of such series. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers Company and the Guarantors further agree to Guarantor shall use their reasonable best efforts to commence each Exchange Offer promptly after the related Exchange Offer Registration Statement is declared effective by the SEC and to complete the such Exchange Offer not later than 365 60 days following the Closing Date (or if after such 365th day is not a business dayeffective date. For purposes of this Agreement, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the an Exchange Offer open for a period series of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company and the Guarantor having exchanged the Exchange Notes for all outstanding Registrable Securities Notes of such series (other than those held by Holders that are ineligible to participate in such Exchange Offer) pursuant to the such Exchange Offer and (ii) the Issuers Company and the Guarantor having exchanged, pursuant to the such Exchange Offer, Exchange Notes for all Registrable Securities Notes of such series that have been properly tendered and not withdrawn before the expiration of the such Exchange Offer. The Issuers ; provided, however, that the Company and the Guarantors agree (x) Guarantor may, in their discretion, accept tenders of Registrable Notes of such series for Exchange Notes subsequent to include in the date the Company and the Guarantor consummate such Exchange Offer with respect to Registrable Notes of such series tendered as of the date of initial consummation, and the Exchange Offer Registration Statement shall be deemed to have been consummated for such series of Notes notwithstanding any such extension of the tender period. The Company and the Guarantor shall commence each Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder of Registrable Notes of the series covered by such Exchange Offer stating, in addition to such other disclosures as are required by applicable law: (i) that such Exchange Offer is being made pursuant to this Agreement and that all Registrable Notes 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 prospectus for use period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Note of such series not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; (iv) that any Holder electing to have a Registrable Note of such series exchanged pursuant to such Exchange Offer will be required to surrender such Registrable Note, together with the appropriate letters of transmittal, to the institution and at the address (located in New York City) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and (v) that any resales Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, in the manner specified in such notice. As a condition to participating in an Exchange Offer, a Holder of Registrable Notes of the series covered by such Exchange Offer will be required to represent to the Company and the Guarantor that (i) any holder of Exchange Notes that to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of 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 Notes to be issued in such Exchange Offer in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under Securities Act) of the Company or the Guarantor and (iv) if such Holder is a broker-dealer and identifies itself as such by written notice dealer, that it will receive any Exchange Notes to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep be issued in such Exchange Offer Registration Statement effective for its own account in exchange for Registrable Notes that were acquired as a period result of market-making or other trading activities, and that it will deliver, to the extent required by applicable law or regulation or SEC pronouncement, a Prospectus in connection with any resale of such Exchange Notes. As soon as practicable after the last Exchange Date, the Company and the Guarantor shall: (i) accept for exchange Registrable Notes of such series or portions thereof validly tendered and not properly withdrawn pursuant to such Exchange Offer; and (ii) deliver, or cause to be delivered, to the “Resale Period”) beginning when Exchange Trustee for cancellation all Registrable Notes are first issued or portions thereof so accepted for exchange by the Company in the such Exchange Offer and ending upon issue, and cause the earlier Trustee to promptly authenticate and deliver to each Holder, Exchange Notes equal in principal amount to the principal amount of the expiration Registrable Notes surrendered by such Holder. The Company and the Guarantor shall use their reasonable best efforts to complete each Exchange Offer as provided above and shall comply with the applicable requirements of the 180th day after Securities Act, the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Act and other applicable laws and regulations in connection with each Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereofOffer. (b) If In the event that (i) on or prior to the time Company and the Guarantor determine that an Exchange Offer Registration provided for in Section 2(a) hereof is not permitted or may not be completed existing as soon as practicable after the last Exchange Date because it would violate any applicable law or Commission policy applicable interpretations of the Staff of the SEC, or interpretations are changed such that because the Exchange Notes received by holders, other than Restricted Holders, Holders in the such Exchange Offer in exchange for Registrable Securities are not not, or would not be, be upon receipt, transferable by each such holder Holder without restriction need for further compliance with Section 5 of the Securities Act (except for the requirement to deliver a Prospectus in connection with any resale by a Participating Broker-Dealer) or (ii) such Exchange Offer is not for any other reason completed by June 30, 2011, the Company and the Guarantor shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all such Registrable Notes by the Holders thereof and to have such Shelf Registration Statement become effective under the Securities Act; provided that, (ii) if the Exchange Offer has not been completed by foregoing requirement to file a Shelf Registration Statement arises on a date more than one year after the Exchange Datedate of this Agreement, (iii) any Purchaser so requests with respect no such Shelf Registration Statement shall be required to be filed to the extent the Registrable Securities that are not eligible have been sold pursuant to be exchanged for Exchange Notes Rule 144 or have become freely tradable by Persons other than “affiliates” (as defined in the Exchange Offer and that are held by it following the consummation Rule 144) of the Exchange Offer, or (iv) the Exchange Offer is not available Company pursuant to any holder (other than a Purchaser) which notifies the Issuers in writing, thenRule 144, in each case, the Issuers and the Guarantors shall, under circumstances in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated which any legend borne by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect relating to restrictions on transferability thereof is permanently removed, the Registrable Securities that could do not bear a restricted CUSIP number and such Securities are permanently eligible to be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, sold pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”)144. The Issuers Company and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep any such Shelf Registration Statement continuously effective for a period ending on of not less than 90 days with respect to the earlier of (i) the second anniversary of the Effective Time or (ii) Registrable Notes covered by such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or such shorter period that will terminate when all such Registrable Notes have been sold (A) pursuant to use such Shelf Registration Statement or (B) beginning on the prospectus forming a part thereof for resales of Registrable Securities unless such holder date that is an Electing Holder, and (y) more than one year after the Effective Time date of this Agreement, pursuant to Rule 144 or have become freely tradable by Persons other than “affiliates” (as defined in Rule 144) of the Company pursuant to Rule 144, in each case, under circumstances in which any legend borne by the Securities relating to restrictions on transferability thereof is permanently removed, the Securities do not bear a restricted CUSIP number and such Securities are permanently eligible to be sold pursuant to Rule 144 (the “Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereofEffectiveness Period”). The Issuers Company and the Guarantors Guarantor further agree to supplement or make amendments to the amend such Shelf Registration Statement, as the related Prospectus and when any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers Company and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrationregistration or if reasonably requested by a Holder of such Registrable Notes with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the Issuers case may be, to become usable as soon as thereafter practicable. The Company and the Guarantors Guarantor agree to furnish to each Electing Holder the Holders of Registrable Notes of such series copies of any such supplement or amendment prior to promptly after its being used or promptly following its filing filed with the CommissionSEC. (c) In The Company and the event that (iGuarantor shall pay all Registration Expenses in connection with each registration provided in Sections 2(a) and 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Notes pursuant to any Shelf Registration Statement. (d) An Exchange Offer Registration Statement has pursuant to Section 2(a) hereof will not be deemed to have become effective or unless it has been declared effective by the Commission SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or becomes automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. Any obligation to file with the SEC a Shelf Registration Statement pursuant to Section 2(b) hereof will be deemed to be satisfied if the Company has previously filed a registration statement with the SEC that may be used without limitation or restriction for the purposes contemplated by Section 2(b) hereof. (e) In the event that either the Exchange Offer relating to a series of Notes is not completed or the Shelf Registration Statement relating to such series, if required hereby, has not become effective under the Securities Act on or prior to June 30, 2011 (July 30, 2011 solely in the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) case of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the a Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d2(b)(iii) hereof), the interest rate on the Registrable Notes of such series will be increased by 0.50% per annum until an Exchange Offer relating to the Notes of such series is completed or a Shelf Registration Statement relating to the Notes of such series, if required hereby, becomes effective under the Securities Act, at which time the increased interest shall cease to accrue. If a Shelf Registration Statement has become effective under the Securities Act suspending and thereafter either ceases to be effective or the effectiveness Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (two suspensions not to exceed 30 days each in any 365-day period in the case of a suspension described in Section 3 hereof), then the interest rate on the Registrable Notes of the series covered by such registration statement Shelf Registration Statement will be increased by 0.50% per annum commencing on the 31st day in such 12-month period and ending on such date that such Shelf Registration Statement has again become effective under the Securities Act or such Prospectus again becomes usable, at which time the increased interest shall cease to accrue; provided, however, that if such Prospectus ceases to be usable because audited financial statements are required to be filed with the SEC and incorporated by reference in such Shelf Registration Statement to comply with the undertaking of the Company and the Guarantor pursuant to Item 512(a)(4) of Regulation S-K (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed or any successor provision), such a suspension shall not be a suspension for purposes of the foregoing provision unless and declared effective (eachto the extent its duration exceeds 60 days.

Registration Under the Securities Act. (a) Except In the event the Escrow Release Date occurs, except as set forth in Section 2(b) below, with respect to each series of Notes, the Issuers and the Guarantors agree to file under un- der the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities of such Notes for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Escrow Release Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Escrow Release Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities appli- cable series of Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Escrow Release Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors Guarantor agree to file under the Securities Act, as soon as practicable, practicable a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” ”, and such offer, the “Exchange Offer”) any and all Registrable Securities of the Notes for a like aggregate principal amount of notes issued by the Issuers, which notes are substantially identical in all material respects to the Notes (and are entitled to the benefits of the Indenture which shall be qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such notes hereinafter called “Exchange Notes”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors Guarantor shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors Guarantor shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors Guarantor agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 days (or if such 365th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors Guarantor further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Guarantor for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors Guarantor agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or and (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Guarantor or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 365th day after the original issue date of the Notes), (B) the 365th day after the original issue date of the Notes, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers and the Guarantor on

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date July 9, 2020 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date July 9, 2020 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after July 9, 2020), (B) the 450th day after July 9, 2020, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth The Company shall at the written request of any holders of Registrable Securities aggregating at least 51% in Section 2(baggregate principal amount of the Registrable Securities at the time outstanding, which request may be made at any time after the earlier of (x) belowthe first anniversary of the Closing Date and (y) three (3) months after the occurrence of an IPO (the date such request is made, the Issuers and "Request Date"), file with the Guarantors agree to file under the Securities Act, as soon as practicable, Commission a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities of the Company which are substantially identical to the Securities (and which are entitled to the benefits of a trust indenture which has been qualified under the Trust Indenture Act (the "Indenture")) except that they have been registered pursuant to an effective registration statement under the Securities Act and will not contain provisions for the special interest contemplated by Section 2(c) hereof or provisions restricting transfer; provided, however, that at the request of holders of all of the Securities, such debt securities may differ as to relative ranking, interest rate or yield, so long as the aggregate cost of the issuance to the Company is not increased (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement such registration statement to be filed not later than 45 days after such request and to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 120 days after the Closing Request Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer not later than 365 promptly after such registration statement has become effective, hold the Exchange Offer open for at least 30 business days following and exchange the Closing Date (or if such 365th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes Securities received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America, it being understood that broker-dealers receiving Exchange Securities will be subject to certain prospectus delivery requirements with respect to resale of the Exchange Securities. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 business days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (xi) to include in the Exchange Offer Registration Statement registration statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (yii) to keep such Exchange Offer Registration Statement registration statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon on the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, regis tration statement such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) Section 6 hereof. (b) If (i) on or prior In addition to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a)) above, upon the request in writing of any holders of Registrable Securities aggregating at least 51% in aggregate principal amount of the Registrable Securities at the time outstanding, which request may be made at any time after the earlier of (x) the first anniversary of the Closing Date and (y) three (3) months after the occurrence of an IPO, the Company shall file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect as soon as practicable a "shelf" registration statement (to the Registrable Securities that could not be exchanged extent the Company then qualifies for any reason set forth in clauses (isuch filing) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or under the Securities Act and/or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” and such registration statement, the “Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts (x) to file the registration statement relating to the Shelf Registration not later than 45 days after such request obligation arises and to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 120 days (or if after such 365th day is not a business dayobligation arises, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on until the earlier of (i) two (2) years from the second anniversary of the Effective Time effective date thereof or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire subject to the Issuers in accordance with Section 3(e)(iii) hereofSecurities Act and the rules and regulations thereunder. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration StatementRegistration, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder the holders of the Registrable Securities copies of any such supplement or amendment prior to its being used or promptly following its filing and/or filed with the Commission. (c) In the event that (i) the Shelf Registration Statement Company has not become effective or been declared effective by filed (a) the Commission on or prior registration statement relating to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior before the date such statement is required to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is be filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eachto

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after the original issue date of the Notes), (B) the 450th day after the original issue date of the Notes, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities ActAct no later than 120 days after the Closing Date (or if such date is not a business day, as soon as practicablethe next succeeding business day), a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and related guarantees are substantially identical to the Securities and the Guarantee, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable no later than 180 days after the Closing DateDate (or if such date is not a business day, the next succeeding business day). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their reasonable its best efforts to commence and complete the Exchange Offer not promptly, but no later than 365 45 days following the Closing Date after such registration statement has become effective (or if such 365th day date is not a business day, the next succeeding business day) (), hold the “Exchange Date”) Offer open for at least 20 business days and to exchange Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed "completed" only if the Exchange Notes debt securities and related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers Company having exchanged the Exchange Notes Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers Company having exchanged, pursuant to the Exchange Offer, Exchange Notes Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 225 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which of the Securities and such holder notifies the Issuers Company in writing, then, writing within 20 days following the completion of the Exchange Offer that such holder was prohibited from participating in each casethe Exchange Offer, the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business later of 90 days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their reasonable its best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 180 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, howeverPROVIDED, HOWEVER, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, howeverPROVIDED, HOWEVER, that nothing in this clause Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and becomes or is declared effective but shall thereafter shall either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately promptly by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv) (excluding any permitted period provided in Section 2(f) hereof), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 in principal amount of Registrable Securities held by such holder for each week or portion thereof that the Registration Default continues for the first 90-day Registration Default Period. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $.50 per week per $1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the Issuer and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, or (3) upon the completion of the Exchange Offer, in the case of (iii) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), or (iii), as applicable, shall cease. (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantee under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (e) Any reference herein 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 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. (f) The Company may suspend the Shelf Registration Statement contemplated in Section 2(b) hereof for a period not to exceed 45 days in any 90-day period or an aggregate of 90 days in any 12-month period if the Board of Directors of the Company shall have determined in good faith that because of valid business reasons (not including avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend the Shelf Registration Statement, and prior to such suspension, the Company provides the holders with written notice thereof, which notice need not specify the nature of the event giving rise to such suspension.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree Company agrees to file under the Securities Act, as soon as practicable, but no later than 60 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “"Exchange Offer Registration Statement,” ", and such offer, the “"Exchange Offer”") any and all Registrable of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the Liquidated Damages contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange NotesSecurities"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable practicable, but no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers and the Guarantors Company further agree agrees to use their its reasonable best efforts to commence the Exchange Offer and to complete the Exchange Offer not promptly, but no later than 365 45 days following the Closing Date (or if after such 365th day is not a business dayregistration statement has become effective, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep hold the Exchange Offer open for a period at least 30 days. As soon as practicable after the close of the Exchange Offer, the Company shall (i) accept for exchange all Securities tendered and not less than the minimum period required under applicable United States federal and state securities laws validly withdrawn pursuant to complete the Exchange Offer; provided(ii) deliver to the Trustee for cancellation all Securities so accepted for exchange; and (iii) cause the Trustee to promptly authenticate and deliver to each holder, however, that Exchange Securities equal in no event shall principal amount to the Securities of such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holdersholder so accepted for exchange. The Exchange Offer will be deemed to have been completed "completed" upon the delivery by the Company to the Trustee of Exchange Securities equal in principal amount to the aggregate principal amount of Registrable Securities that were tendered in the Exchange Offer, which shall be on a date that is at least 30 days following commencement of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the Exchange Notes Securities received (through DTC book entry form or otherwise) by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States states of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes Securities that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “"Resale Period”") beginning when Exchange Notes Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed (subject to extension pursuant to Section 3(c)(iv) below) or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes debt securities or the related guarantees received by holders, holders other than Restricted Holders, Holders in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by within 225 days following the Exchange Date, Closing Date or (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies of the Issuers in writing, then, in each caseSecurities, the Issuers and the Guarantors Company shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to as soon as practicable, but no later than the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to later of 30 business days after the time such obligation to file arises, file a “"shelf” " registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “"Shelf Registration” " and such registration statement, the “"Shelf Registration Statement”"). The Issuers and the Guarantors agree Company agrees to use their its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the no later of 365 than 120 days (or if after such 365th day Shelf Registration Statement is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) filed and to keep such Shelf Registration Statement continuously effective for a period (the "Effective Period") ending on the earlier of (i) the second anniversary of the Effective Time (subject to extension pursuant to Section 3(e) below) or (ii) such time as there are no longer any Registrable Securities outstanding; , provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; , provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers Company in accordance with Section 3(e)(iii3(d)(iii) hereof. The Issuers and the Guarantors Company further agree agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers and the Guarantors agree Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior before the date on which such registration statement is required to the Shelf Filing Deadlinebecome or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iiiii) the Exchange Offer has not been completed on or prior within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Date, Offer (iii) if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, subject to the provisions of Section 9(b), liquidated damages ("Liquidated Damages"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default Period. (d) The Company shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. (e) Any reference herein 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 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) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date March 18, 2020 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date March 18, 2020 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after March 18, 2020), (B) the 450th day after March 18, 2020, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date February 18, 2020 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date February 18, 2020 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after February 18, 2020), (B) the 450th day after February 18, 2020, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted Notes will be reduced to the original interest rate borne by such Transfer Restricted Notes; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Notes shall again be increased pursuant to the foregoing provisions. All accrued Special Interest shall be paid in cash by the Issuers on each Interest Payment Date (as defined in the Indenture). For purposes of this Agreement, “Transfer Restricted Notes” shall mean, with respect to any Registration Default, any Notes or Exchange Notes which have not ceased being Registrable Securities pursuant to the definition thereof in Section 1 of this Agreement. Notwithstanding anything contained herein, Special Interest shall be the sole and exclusive remedy with respect to a Registration Default.

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 290 days following the Closing Date (or if such 365th 290th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 290 days (or if such 365th 290th day is not a business day, the next succeeding business day) following the Closing Date and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each

Registration Under the Securities Act. (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement,” and such offer, the “Exchange Offer”) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantors agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantors further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 450 days following the Closing Date February 6, 2017 (or if such 365th 450th day is not a business day, the next succeeding business day) (the “Exchange Date”) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantors shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete 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 holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantors agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof. (b) If (i) on or prior to the time the Exchange Offer is completed existing law or Commission policy or interpretations are changed such that the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed by the Exchange Date, (iii) any Purchaser so requests with respect to Registrable Securities that are not eligible to be exchanged for Exchange Notes in the Exchange Offer and that are held by it following the consummation of the Exchange Offer, or (iv) the Exchange Offer is not available to any holder (other than a Purchaser) which notifies the Issuers in writing, then, in each case, the Issuers and the Guarantors shall, in lieu of (or, in the case of clause (iii) or (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file a “shelf” registration statement in accordance with the remainder of this Section 2(b) below, under the Securities Act with respect to the Registrable Securities Notes that could not be exchanged for any reason set forth in clauses (i) through (iv) above. The Issuers and the Guarantors shall, on or prior to 30 business days after the time such obligation to file arises, file a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Issuers and the Guarantors agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective by the Commission on or prior to the later of 365 450 days (or if such 365th 450th day is not a business day, the next succeeding business day) following the Closing Date February 6, 2017 and the 90th day (or if such 90th day is not a business day, the next succeeding business day) after the date such filing obligations arises (the “Shelf Filing Deadline”) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of (i) the second anniversary of the Effective Time or (ii) such time as there are no longer any Registrable Securities outstanding; provided, however, that no holder (other than a Purchaser) shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement; provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Issuers in accordance with Section 3(e)(iii) hereof. The Issuers and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Issuers and the Guarantors for such Shelf Registration Statement or by the Securities Act for shelf registration, and the Issuers and the Guarantors agree to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission. (c) In the event that (i) the Shelf Registration Statement has not become effective or been declared effective by the Commission on or prior to the Shelf Filing Deadline, (ii) the Exchange Offer has not been completed on or prior to the Exchange Date, (iii) the Exchange Offer Registration Statement required by Section 2(a) hereof is filed and becomes or is declared effective but thereafter shall either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective, in each case prior to the completion of the Exchange Offer or (iv) the Shelf Registration Statement required by Section 2(b) hereof is filed and becomes or is declared effective but shall thereafter either be withdrawn by the Issuers and the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (eacheach such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue on the aggregate principal amount of the outstanding Transfer Restricted Notes (as defined below) affected by such Registration Default at a per annum rate of 0.25% for the first 90 days of the Registration Default Period and at a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default Period, commencing on (A) the 90th day after the filing of such Shelf Registration Statement was required, in the case of clause (i) above (but in no event prior to the 450th day after February 6, 2017), (B) the 450th day after February 6, 2017, in the case of clause (ii) above, (C) the day such Exchange Offer Registration Statement ceases to be effective, in the case of clause (iii) above and (D) the day such Shelf Registration Statement ceases to be effective, in the case of clause (iv) above. Following the cure of all Registration Defaults relating to particular Transfer Restricted Notes (which shall be the Effective Time of the Shelf Registration Statement in the case of clause (i) above, the date of the completion of the Exchange Offer, in the case of clause (ii) above, the date that the Exchange Offer Registration Statement again becomes effective, in the case of clause (iii) above, and the date that the Shelf Registration Statement again becomes effective, in the case of clause (iv) above), the interest rate borne by the relevant Transfer Restricted