\n| <\/td>\n | \n 1.<\/p>\n<\/td>\n | \n Definitions<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n As used in this Agreement, the following terms shall have the following
\nmeanings:<\/p>\n Additional Interest<\/u>: See Section 5(a) hereof.<\/p>\n Advice<\/u>: See the last paragraph of Section 6 hereof.<\/p>\n Agreement<\/u>: See the introductory paragraphs hereto.<\/p>\n Applicable Period<\/u>: See Section 2(b) hereof.<\/p>\n Business Day<\/u>: Shall have the meaning ascribed to such term in Rule
\n14d-1 under the Exchange Act.<\/p>\n Company<\/u>: See the introductory paragraphs hereto.<\/p>\n
\n Effectiveness Date<\/u>: With respect to any Shelf Registration Statement,
\nthe 90th day after the Filing Date with respect thereto; provided<\/u>,
\nhowever<\/u>, that if the Effectiveness Date would otherwise fall on a day
\nthat is not a Business Day, then the Effectiveness Date shall be the next
\nsucceeding Business Day.<\/p>\n Effectiveness Period<\/u>: See Section 3(a) hereof.<\/p>\n Event Date<\/u>: See Section 5(b) hereof.<\/p>\n Exchange Act<\/u>: The Securities Exchange Act of 1934, as amended, and the
\nrules and regulations of the SEC promulgated thereunder.<\/p>\n Exchange Date<\/u>: See Section 2(a) hereof.<\/p>\n Exchange Notes<\/u>: See Section 2(a) hereof.<\/p>\n Exchange Offer<\/u>: See Section 2(a) hereof.<\/p>\n Exchange Offer Registration Statement<\/u>: See Section 2(a) hereof.<\/p>\n Exchange Securities<\/u>: See Section 2(a) hereof.<\/p>\n Filing Date<\/u>: The 90th day after the delivery of a Shelf Notice as
\nrequired pursuant to Section 2(c) hereof; provided<\/u>, however<\/u>, that
\nif the Filing Date would otherwise fall on a day that is not a Business Day,
\nthen the Filing Date shall be the next succeeding Business Day.<\/p>\n FINRA<\/u>: See Section 6(r) hereof.<\/p>\n Guarantees<\/u>: See the introductory paragraphs hereto.<\/p>\n Guarantors<\/u>: See the introductory paragraphs hereto.<\/p>\n Holder<\/u>: Any holder of a Registrable Security or Registrable
\nSecurities.<\/p>\n Igloo<\/u>: See the introductory paragraphs hereto.<\/p>\n Indenture<\/u>: See the introductory paragraphs hereto.<\/p>\n Information<\/u>: See Section 6(n) hereof.<\/p>\n Initial Purchasers<\/u>: See the introductory paragraphs hereto.<\/p>\n Initial Shelf Registration<\/u>: See Section 3(a) hereof.<\/p>\n Inspectors<\/u>: See Section 6(n) hereof.<\/p>\n Issue Date<\/u>: July 29, 2010, the date of original issuance of the Notes.\n<\/p>\n -2-<\/p>\n
\nIssuer<\/u>: See the introductory paragraphs hereto.<\/p>\n Merger<\/u>: See the introductory paragraphs hereto.<\/p>\n New Guarantees<\/u>: See Section 2(a) hereof.<\/p>\n Notes<\/u>: See the introductory paragraphs hereto.<\/p>\n Participant<\/u>: See Section 8(a) hereof.<\/p>\n Participating Broker-Dealer<\/u>: See Section 2(b) hereof.<\/p>\n Person<\/u>: An individual, trustee, corporation, partnership, limited
\nliability company, joint stock company, trust, unincorporated association,
\nunion, business association, firm or other legal entity.<\/p>\n Private Exchange<\/u>: See Section 2(b) hereof.<\/p>\n Private Exchange Notes<\/u>: See Section 2(b) hereof.<\/p>\n Prospectus<\/u>: The prospectus included in any Registration Statement
\n(including, without limitation, any prospectus subject to completion and a
\nprospectus that includes any information previously omitted from a prospectus
\nfiled as part of an effective registration statement in reliance upon Rule 430A
\nunder the Securities Act and any term sheet filed pursuant to Rule 433 under the
\nSecurities Act), as amended or supplemented by any prospectus supplement, and
\nall other amendments and supplements to the Prospectus, including post-effective
\namendments, and all material incorporated by reference or deemed to be
\nincorporated by reference in such Prospectus.<\/p>\n Purchase Agreement<\/u>: See the introductory paragraphs hereof.<\/p>\n Records<\/u>: See Section 6(n) hereof.<\/p>\n Registrable Securities<\/u>: Each Security upon its original issuance and
\nat all times subsequent thereto, each Exchange Security as to which Section
\n2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
\nthereto and each Private Exchange Note (and the related Guarantees) upon
\noriginal issuance thereof and at all times subsequent thereto, until, in each
\ncase, the earliest to occur of (i) a Registration Statement (other than, with
\nrespect to any Exchange Securities as to which Section 2(c)(iv) hereof is
\napplicable, the Exchange Offer Registration Statement) covering such Security,
\nExchange Security or Private Exchange Note (and the related Guarantees) has been
\ndeclared effective by the SEC and such Security, Exchange Security or such
\nPrivate Exchange Note (and the related Guarantees), as the case may be, has been
\ndisposed of in accordance with such effective Registration Statement, (ii) such
\nSecurity has been exchanged pursuant to the Exchange Offer for an Exchange
\nSecurity or Exchange Securities that may be resold without restriction under
\nstate and federal securities laws, (iii) such Security, Exchange Security or
\nPrivate Exchange Note (and the related Guarantees), as the case may be, may be
\nresold without restriction pursuant to Rule 144 (as amended or replaced) under
\nthe Securities Act, provided <\/u>that for the purposes of this clause (iv),
\nsuch date shall be deemed to be no earlier than two years from the Issue Date.\n<\/p>\n -3-<\/p>\n
\nRegistration Default<\/u>: See Section 5(a) hereto.<\/p>\n Registration Statement<\/u>: Any registration statement of the Issuer that
\ncovers any of the Securities, the Exchange Securities or the Private Exchange
\nNotes (and the related Guarantees) filed with the SEC under the Securities Act,
\nincluding, in each case, the Prospectus, amendments and supplements to such
\nregistration statement, including post-effective amendments, all exhibits, and
\nall material incorporated by reference or deemed to be incorporated by reference
\nin such registration statement.<\/p>\n Representatives<\/u>: See the introductory paragraphs hereto.<\/p>\n Rule 144<\/u>: Rule 144 (as amended or replaced) under the Securities Act.\n<\/p>\n Rule 144A<\/u>: Rule 144A (as amended or replaced) under the Securities
\nAct.<\/p>\n Rule 405<\/u>: Rule 405 (as amended or replaced) under the Securities Act.\n<\/p>\n Rule 415<\/u>: Rule 415 (as amended or replaced) under the Securities Act.\n<\/p>\n Rule 424<\/u>: Rule 424 (as amended or replaced) under the Securities Act.\n<\/p>\n SEC<\/u>: The U.S. Securities and Exchange Commission.<\/p>\n Securities<\/u>: See the introductory paragraphs hereto.<\/p>\n Securities Act<\/u>: The Securities Act of 1933, as amended, and the rules
\nand regulations of the SEC promulgated thereunder.<\/p>\n Shelf Notice<\/u>: See Section 2(c) hereof.<\/p>\n Shelf Registration<\/u>: See Section 3(b) hereof.<\/p>\n Shelf Registration Statement<\/u>: Any Registration Statement relating to a
\nShelf Registration.<\/p>\n Shelf Suspension Period<\/u>: See Section 3(a) hereof.<\/p>\n Subsequent Shelf Registration<\/u>: See Section 3(b) hereof.<\/p>\n TIA<\/u>: The Trust Indenture Act of 1939, as amended.<\/p>\n Trustee<\/u>: The trustee under the Indenture and the trustee under any
\nindenture (if different) governing the Exchange Securities and Private Exchange
\nNotes (and the related Guarantees).<\/p>\n Underwritten Registration<\/u>: A registration in which securities of the
\nIssuer is sold to an underwriter for reoffering to the public.<\/p>\n -4-<\/p>\n
\nExcept as otherwise specifically provided, all references in this Agreement
\nto acts, laws, statutes, rules, regulations, releases, forms, no-action letters
\nand other regulatory requirements (collectively, “Regulatory
\nRequirements<\/u>“) shall be deemed to refer also to any amendments thereto and
\nall subsequent Regulatory Requirements adopted as a replacement thereto having
\nsubstantially the same effect therewith; provided<\/u> that Rule 144 shall not
\nbe deemed to amend or replace Rule 144A.<\/p>\n\n\n\n| <\/td>\n | \n 2.<\/p>\n<\/td>\n | \n Exchange Offer<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (a) Unless the Exchange Offer would violate applicable law or any applicable
\ninterpretation of the staff of the SEC, or there are no Registrable Securities
\noutstanding, the Issuer shall use its commercially reasonable efforts to file
\nwith the SEC a Registration Statement (the “Exchange Offer Registration
\nStatement<\/u>“) on an appropriate registration form with respect to a registered
\noffer (the “Exchange Offer<\/u>“) to exchange any and all of the Registrable
\nSecurities for a like aggregate principal amount of debt securities of the
\nIssuer (the “Exchange Notes<\/u>“), guaranteed, to the extent applicable, on
\nan unsecured senior basis by the Guarantors (the “New Guarantees<\/u>” and,
\ntogether with the Exchange Notes, the “Exchange Securities<\/u>“), that are
\nidentical in all material respects to the Notes, as applicable, except that (i)
\nthe Exchange Notes shall contain no restrictive legend thereon, (ii) interest
\nthereon shall accrue from the last date on which interest was paid on such Notes
\nor, if no such interest has been paid, from the Issue Date and (iii) the
\nExchange Securities shall be entitled to the benefits of the Indenture or a
\ntrust indenture which is identical in all material respects to the Indenture
\n(other than such changes to the Indenture or any such identical trust indenture
\nas are necessary to comply with the TIA) and which, in either case, has been
\nqualified under the TIA. The Exchange Offer shall comply with all applicable
\ntender offer rules and regulations under the Exchange Act and other applicable
\nlaws. The Issuer shall use its commercially reasonable efforts to (x) prepare
\nand file with the SEC the Exchange Offer Registration Statement with respect to
\nthe Exchange Offer; (y) keep the Exchange Offer open for at least 20 Business
\nDays (or longer if required by applicable law) after the date that notice of the
\nExchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
\nprior to the 360th day following the Issue Date (or if such 360th day is not a
\nBusiness Day, the next succeeding Business Day) (the “Exchange Date<\/u>“).\n<\/p>\n Each Holder (including, without limitation, each Participating Broker-Dealer)
\nthat participates in the Exchange Offer, as a condition to participation in the
\nExchange Offer, will be required to represent to the Issuer in writing (which
\nmay be contained in the applicable letter of transmittal) that: (i) any Exchange
\nSecurities acquired in exchange for Registrable Securities tendered are being
\nacquired in the ordinary course of business of the Person receiving such
\nExchange Securities, whether or not such recipient is such Holder itself; (ii)
\nat the time of the commencement or consummation of the Exchange Offer neither
\nsuch Holder nor, to the actual knowledge of such Holder, any other Person
\nreceiving Exchange Securities from such Holder has an arrangement or
\nunderstanding with any Person to participate in the distribution (within the
\nmeaning of the Securities Act) of the Exchange Securities in violation of the
\nprovisions of the Securities Act; (iii) neither the Holder nor, to the actual
\nknowledge of such Holder, any other Person receiving Exchange Securities from
\nsuch Holder is an “affiliate” (as defined in Rule 405) of the Issuer or, if it
\nis an affiliate of the Issuer, it will comply with the registration and
\nprospectus delivery requirements of the Securities Act to the extent applicable
\nand will provide information to be included in the Shelf Registration Statement
\nin accordance with Section 6 hereof in order to have their Securities included
\nin the Shelf Registration Statement and benefit from the provisions regarding
\nAdditional Interest in Section 5 hereof; (iv) if such Holder is not a
\nbroker-dealer, neither such Holder nor, to the actual knowledge of such Holder,
\nany other Person receiving Exchange Securities from such Holder is engaging in
\nor intends to engage in a distribution of the Exchange Securities; and (v) if
\nsuch Holder is a Participating Broker-Dealer, such Holder has acquired the
\nRegistrable Securities for its own account in exchange for Securities that were
\nacquired as a result of market-making activities or other trading activities and
\nthat it will comply with the applicable provisions of the Securities Act
\n(including, but not limited to, the prospectus delivery requirements
\nthereunder).<\/p>\n -5-<\/p>\n
\nUpon consummation of the Exchange Offer in accordance with this Section 2,
\nthe provisions of this Agreement shall continue to apply, mutatis<\/u>
\nmutandis<\/u>, solely with respect to Registrable Securities that are Private
\nExchange Notes (and the related Guarantees), Exchange Securities as to which
\nSection 2(c)(iv) is applicable and Exchange Securities held by the Participating
\nBroker-Dealers, and the Issuer shall have no further obligation to register
\nRegistrable Securities (other than Private Exchange Notes (and the related
\nGuarantees) and Exchange Securities as to which clause 2(c)(iv) hereof applies)
\npursuant to Section 3 hereof.<\/p>\n No securities other than the Exchange Securities shall be included in the
\nExchange Offer Registration Statement.<\/p>\n (b) The Issuer shall include within the Prospectus contained in the Exchange
\nOffer Registration Statement a section entitled “Plan of Distribution,” which
\nshall contain a summary statement of the positions taken or policies made by the
\nstaff of the SEC with respect to the potential “underwriter” status of any
\nbroker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the
\nExchange Act) of Exchange Notes received by such broker-dealer in the Exchange
\nOffer (a “Participating Broker-Dealer<\/u>“), whether such positions or
\npolicies have been publicly disseminated by the staff of the SEC or such
\npositions or policies represent the prevailing views of the staff of the SEC.
\nSuch “Plan of Distribution” section shall also expressly permit, to the extent
\npermitted by applicable policies and regulations of the SEC, the use of the
\nProspectus by all Participating Broker-Dealers, and include a statement
\ndescribing the means by which Participating Broker-Dealers may resell the
\nExchange Securities in compliance with the Securities Act.<\/p>\n The Issuer shall use its commercially reasonable efforts to keep the Exchange
\nOffer Registration Statement effective and to amend and supplement the
\nProspectus contained therein in order to permit such Prospectus to be lawfully
\ndelivered by all Persons subject to the prospectus delivery requirements of the
\nSecurities Act for such period of time as is necessary to comply with applicable
\nlaw in connection with any resale of the Exchange Securities; provided<\/u>,
\nhowever<\/u>, that such period shall not be required to exceed 90 days, or
\nsuch longer period if extended pursuant to the last paragraph of Section 6
\nhereof (the “Applicable Period<\/u>“).<\/p>\n If, prior to consummation of the Exchange Offer, the Initial Purchasers hold
\nany Notes acquired by them that have the status of an unsold allotment in the
\ninitial distribution, the Issuer, upon the request of the Initial Purchasers,
\nshall simultaneously with the delivery of the Exchange Notes issue and deliver
\nto the Initial Purchasers, in exchange (the “Private Exchange<\/u>“) for such
\nNotes held by any such Holder, a like principal amount of notes (the
\n“Private Exchange Notes<\/u>“) of the Issuer, guaranteed by the Guarantors,
\nthat are identical in all material respects to the Exchange Notes except for the
\nplacement of a restrictive legend on such Private Exchange Notes. The Private
\nExchange Notes shall be issued pursuant to the same indenture as the Exchange
\nNotes and bear the same CUSIP number as the Exchange Notes if permitted by the
\nCUSIP Service Bureau.<\/p>\n -6-<\/p>\n
\nIn connection with the Exchange Offer, the Issuer shall:<\/p>\n (1) mail, or cause to be mailed, to each Holder of record entitled to
\nparticipate in the Exchange Offer a copy of the Prospectus forming part of the
\nExchange Offer Registration Statement, together with an appropriate letter of
\ntransmittal and related documents;<\/p>\n (2) use its commercially reasonable efforts to keep the Exchange Offer open
\nfor not less than 20 Business Days from the date that notice of the Exchange
\nOffer is mailed to Holders (or longer if required by applicable law);<\/p>\n (3) utilize the services of a depositary for the Exchange Offer with an
\naddress in the Borough of Manhattan, The City of New York or in Wilmington,
\nDelaware;<\/p>\n (4) permit Holders to withdraw tendered Notes at any time prior to the close
\nof business, New York time, on the last Business Day on which the Exchange Offer
\nremains open; and<\/p>\n (5) otherwise comply in all material respects with all laws, rules and
\nregulations applicable to the Exchange Offer.<\/p>\n As soon as practicable after the close of the Exchange Offer and any Private
\nExchange, the Issuer shall:<\/p>\n (1) accept for exchange all Registrable Securities validly tendered and not
\nvalidly withdrawn pursuant to the Exchange Offer and any Private Exchange;<\/p>\n (2) deliver to the Trustee for cancellation all Registrable Securities so
\naccepted for exchange; and<\/p>\n (3) cause the Trustee to authenticate and deliver promptly to each Holder of
\nNotes, Exchange Notes or Private Exchange Notes, as the case may be, equal in
\nprincipal amount to the Notes of such Holder so accepted for exchange;
\nprovided<\/u> that, in the case of any Notes held in global form by a
\ndepositary, authentication and delivery to such depositary of one or more
\nreplacement Notes in global form in an equivalent principal amount thereto for
\nthe account of such Holders in accordance with the Indenture shall satisfy such
\nauthentication and delivery requirement.<\/p>\n The Exchange Offer and the Private Exchange shall not be subject to any
\nconditions, other than that (i) the Exchange Offer or Private Exchange, as the
\ncase may be, does not violate applicable law or any applicable interpretation of
\nthe staff of the SEC; (ii) no action or proceeding shall have been instituted or
\nthreatened in any court or by any governmental agency which might materially
\nimpair the ability of the Issuer to proceed with the Exchange Offer or the
\nPrivate Exchange, and no material adverse development shall have occurred in any
\nexisting action or proceeding with respect to the Issuer; and (iii) all
\ngovernmental approvals shall have been obtained, which approvals the Issuer deem
\nnecessary for the consummation of the Exchange Offer or Private Exchange.<\/p>\n -7-<\/p>\n
\nThe Exchange Securities and the Private Exchange Notes (and related
\nguarantees) shall be issued under (i) the Indenture or (ii) an indenture
\nidentical in all material respects to the Indenture and which, in either case,
\nhas been qualified under the TIA or is exempt from such qualification and shall
\nprovide that the Exchange Securities shall not be subject to the transfer
\nrestrictions set forth in the Indenture. The Indenture or such indenture shall
\nprovide that the Exchange Notes, the Private Exchange Notes and the Notes shall
\nvote and consent together on all matters as one class and that none of the
\nExchange Notes, the Private Exchange Notes or the Notes will have the right to
\nvote or consent as a separate class on any matter.<\/p>\n (c) If, (i) because of any change in law or in currently prevailing
\ninterpretations of the staff of the SEC, the Issuer is not permitted to effect
\nthe Exchange Offer, (ii) the Exchange Offer is not consummated by the Exchange
\nDate, (iii) any holder of Private Exchange Notes so requests in writing to the
\nIssuer at any time within 30 days after the consummation of the Exchange Offer,
\nor (iv) in the case of any Holder that participates in the Exchange Offer, such
\nHolder does not receive Exchange Securities on the date of the exchange that may
\nbe sold without restriction under state and federal securities laws (other than
\ndue solely to the status of such Holder as an affiliate of the Issuer within the
\nmeaning of the Securities Act) and so notifies the Issuer within 30 days after
\nsuch Holder first becomes aware of such restrictions, in the case of each of
\nclauses (i) to and including (iv) of this sentence, then the Issuer shall
\npromptly deliver to the Trustee (to deliver to the Holders) written notice
\nthereof (the “Shelf Notice<\/u>“) and shall file a Shelf Registration pursuant
\nto Section 3 hereof.<\/p>\n\n\n\n| <\/td>\n | \n 3.<\/p>\n<\/td>\n | \n Shelf Registration<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n If at any time a Shelf Notice is delivered as contemplated by Section 2(c)
\nhereof, then:<\/p>\n (a) Shelf Registration<\/u>. The Issuer shall promptly file with the SEC a
\nRegistration Statement for an offering to be made on a continuous basis pursuant
\nto Rule 415 covering all of the Registrable Securities (the “Initial Shelf
\nRegistration<\/u>“). The Issuer shall use its commercially reasonable efforts to
\nfile with the SEC the Initial Shelf Registration on or prior to the Filing Date.
\nThe Initial Shelf Registration shall be on Form S-1 or another appropriate form
\npermitting registration of such Registrable Securities for resale by Holders in
\nthe manner or manners designated by them (including, without limitation, one or
\nmore underwritten offerings). The Issuer shall not permit any securities other
\nthan the Registrable Securities and the related guarantees to be included in the
\nInitial Shelf Registration or any Subsequent Shelf Registration (as defined
\nbelow).<\/p>\n The Issuer shall use its commercially reasonable efforts to cause the Shelf
\nRegistration to be declared effective under the Securities Act on or prior to
\nthe Effectiveness Date and to keep the Initial Shelf Registration continuously
\neffective under the Securities Act from the date on which the Shelf Registration
\nis declared effective by the SEC until expiration of the one-year period from
\nsuch effective date (or shorter period that will terminate when all the
\nRegistrable Securities covered by such Shelf Registration have been sold
\npursuant to such Shelf Registration (the “Effectiveness Period<\/u>“));
\nprovided<\/u>, however<\/u>, that the Effectiveness Period in respect of the
\nInitial Shelf Registration shall be extended to the extent required to permit
\ndealers to comply with the applicable prospectus delivery requirements of Rule
\n174 under the Securities Act and as otherwise provided herein. Notwithstanding
\nanything to the contrary in this Agreement, at any time, the Issuer may delay
\nthe filing of any Initial Shelf Registration Statement or delay or suspend the
\neffectiveness thereof, for a reasonable period of time, but not in excess of 60
\nconsecutive days or more than three (3) times during any calendar year (each, a
\n“Shelf Suspension Period<\/u>“), if the Board of Directors of the Issuer
\ndetermines reasonably and in good faith that the filing of any such Initial
\nShelf Registration Statement or the continuing effectiveness thereof would
\nrequire the disclosure of non-public material information that, in the
\nreasonable judgment of the Board of Directors of the Issuer, would be
\ndetrimental to the Issuer if so disclosed or would otherwise materially
\nadversely affect a financing, acquisition, disposition, merger or other material
\ntransaction or if such action is required by applicable law.<\/p>\n -8-<\/p>\n
\n(b) Withdrawal of Stop Orders; Subsequent Shelf Registrations<\/u>. If the
\nInitial Shelf Registration or any Subsequent Shelf Registration ceases to be
\neffective for any reason at any time during the Effectiveness Period (other than
\nbecause of the sale of all of the Securities registered thereunder), the Issuer
\nshall use its commercially reasonable efforts to obtain the prompt withdrawal of
\nany order suspending the effectiveness thereof, and in any event shall file an
\nadditional Shelf Registration Statement pursuant to Rule 415 covering all of the
\nRegistrable Securities covered by and not sold under the Initial Shelf
\nRegistration or an earlier Subsequent Shelf Registration (each, a
\n“Subsequent Shelf Registration<\/u>“). If a Subsequent Shelf Registration is
\nfiled, the Issuer shall use its commercially reasonable efforts to cause the
\nSubsequent Shelf Registration to be declared effective under the Securities Act
\nas soon as practicable after such filing and to keep such subsequent Shelf
\nRegistration continuously effective for a period equal to the number of days in
\nthe Effectiveness Period less the aggregate number of days during which the
\nInitial Shelf Registration or any Subsequent Shelf Registration was previously
\ncontinuously effective. As used herein the term “Shelf Registration<\/u>”
\nmeans the Initial Shelf Registration and any Subsequent Shelf Registration.<\/p>\n (c) Supplements and Amendments<\/u>. The Issuer shall promptly supplement
\nand amend the Shelf Registration if required by the rules, regulations or
\ninstructions applicable to the registration form used for such Shelf
\nRegistration, if required by the Securities Act, or if reasonably requested by
\nthe Holders of a majority in aggregate principal amount of the Registrable
\nSecurities (or their counsel) covered by such Registration Statement with
\nrespect to the information included therein with respect to one or more of such
\nHolders, or, if reasonably requested by any underwriter of such Registrable
\nSecurities, with respect to the information included therein with respect to
\nsuch underwriter.<\/p>\n\n\n\n| <\/td>\n | \n 4.<\/p>\n<\/td>\n | \n [Reserved.]<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n 5.<\/p>\n<\/td>\n | \n Additional Interest<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (a) The Issuer and the Initial Purchasers agree that the Holders will suffer
\ndamages if the Issuer fails to fulfill its obligations under Section 2 or
\nSection 3 hereof and that it would not be feasible to ascertain the extent of
\nsuch damages with precision. Accordingly, the Issuer and the Guarantors agree to
\npay, jointly and severally, as liquidated damages, additional interest on the
\noutstanding Registrable Securities (“Additional Interest<\/u>“) if either (i)
\nthe Exchange Offer has not been consummated by the Exchange Date, (ii) any Shelf
\nRegistration, if required hereby, has not been filed with the SEC by the
\nExchange Date, (iii) any Shelf Registration, if required hereby, has not been
\ndeclared effective by the SEC within 90 days of filing such Shelf Registration
\nor (iv) any Registration Statement required by Section 2 or 3 of this Agreement
\nhas been declared effective but ceases to be effective at any time at which it
\nis required to be effective under this Agreement (each such event referred to in
\nclauses (i) through (iv), a “Registration Default<\/u>“). The Additional
\nInterest shall accrue on the principal amount of the outstanding Registrable
\nSecurities at a rate of 0.25% per annum during the 90-day period immediately
\nfollowing the occurrence of any Registration Default (which rate will be
\nincreased by an additional 0.25% per annum for each subsequent 90 day period
\nthat such Additional Interest continues to accrue, provided that the rate at
\nwhich such Additional Interest accrues may in no event exceed 1.00% per annum)
\n(such Additional Interest to be calculated by the Issuer); provided, however,
\nthat at the earlier of (i) the cure of all Registration Defaults relating to the
\nparticular Registrable Securities or (ii) the date particular Securities are no
\nlonger Registrable Securities, the interest rate borne by the Securities will be
\nreduced to the original interest rate borne by such Securities. Notwithstanding
\nany other provisions of this Section 5, the Issuer shall not be obligated to pay
\nAdditional Interest provided in Sections 5(a)(ii) through 5(a)(iv) during a
\nShelf Suspension Period permitted by Section 3(a) hereof.<\/p>\n -9-<\/p>\n
\n(b) The Issuer shall notify the Trustee within five business days after each
\nand every date on which an event occurs in respect of which Additional Interest
\nis required to be paid (an “Event Date<\/u>“). Any amounts of Additional
\nInterest due pursuant to (a) of this Section 5 will be payable in cash
\nsemiannually on each February 1 and August 1 (to the holders of record on the
\nJanuary 15 and July 15 immediately preceding such dates), commencing with the
\nfirst such date occurring after any such Additional Interest commences to
\naccrue. The amount of Additional Interest will be determined by the Issuer by
\nmultiplying the applicable Additional Interest rate by the principal amount of
\nthe Registrable Securities, multiplied by a fraction, the numerator of which is
\nthe number of days such Additional Interest rate was applicable during such
\nperiod (determined on the basis of a 360 day year comprised of twelve 30 day
\nmonths and, in the case of a partial month, the actual number of days elapsed),
\nand the denominator of which is 360.<\/p>\n\n\n\n| <\/td>\n | \n 6.<\/p>\n<\/td>\n | \n Registration Procedures<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n In connection with the filing of any Registration Statement pursuant to
\nSection 2 or 3 hereof, the Issuer and the Guarantors shall effect such
\nregistrations to permit the sale of the securities covered thereby in accordance
\nwith the intended method or methods of disposition thereof, and pursuant thereto
\nand in connection with any Registration Statement filed by the Issuer and the
\nGuarantors hereunder the Issuer and the Guarantors shall:<\/p>\n (a) Prepare and file with the SEC (prior to the applicable Filing Date in the
\ncase of a Shelf Registration), a Registration Statement or Registration
\nStatements as prescribed by Section 2 or 3 hereof, and use its commercially
\nreasonable efforts to cause each such Registration Statement to become effective
\nand remain effective as provided herein; provided<\/u>, however<\/u>, that
\nif (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained
\nin the Exchange Offer Registration Statement filed pursuant to Section 2 hereof
\nis required to be delivered under the Securities Act by any Participating
\nBroker-Dealer who seeks to sell Exchange Securities during the Applicable Period
\nrelating thereto from whom the Issuer has received prior written notice that it
\nwill be a Participating Broker-Dealer in the Exchange Offer, before filing any
\nRegistration Statement or Prospectus or any amendments or supplements thereto,
\nthe Issuer shall furnish to and afford counsel for the Holders of the
\nRegistrable Securities covered by such Registration Statement (with respect to a
\nRegistration Statement filed pursuant to Section 3 hereof) or counsel for such
\nParticipating Broker-Dealer (with respect to any such Registration Statement),
\nas the case may be, and counsel to the managing underwriters, if any, a
\nreasonable opportunity to review copies of all such documents (including copies
\nof any documents to be incorporated by reference therein and all exhibits
\nthereto) proposed to be filed (in each case at least three Business Days prior
\nto such filing). The Issuer shall not file any Registration Statement or
\nProspectus or any amendments or supplements thereto if the Holders of a majority
\nin aggregate principal amount of the Registrable Securities covered by such
\nRegistration Statement, their counsel, or the managing underwriters, if any,
\nshall reasonably object.<\/p>\n -10-<\/p>\n
\n(b) Prepare and file with the SEC such amendments and post-effective
\namendments to each Shelf Registration Statement or Exchange Offer Registration
\nStatement, as the case may be, as may be necessary to keep such Registration
\nStatement continuously effective for the Effectiveness Period, the Applicable
\nPeriod or until consummation of the Exchange Offer, as the case may be; cause
\nthe related Prospectus to be supplemented by any Prospectus supplement required
\nby applicable law, and as so supplemented to be filed pursuant to Rule 424; and
\ncomply with the provisions of the Securities Act and the Exchange Act applicable
\nto it with respect to the disposition of all securities covered by such
\nRegistration Statement as so amended or in such Prospectus as so supplemented
\nand with respect to the subsequent resale of any securities being sold by an
\nParticipating Broker-Dealer covered by any such Prospectus in all material
\nrespects. The Issuer shall be deemed not to have used its commercially
\nreasonable efforts to keep a Registration Statement effective if it voluntarily
\ntakes any action that is reasonably expected to result in selling Holders of the
\nRegistrable Securities covered thereby or Participating Broker-Dealers seeking
\nto sell Exchange Securities not being able to sell such Registrable Securities
\nor such Exchange Securities during that period unless such action is required by
\napplicable law or permitted by this Agreement.<\/p>\n (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2)
\na Prospectus contained in the Exchange Offer Registration Statement filed
\npursuant to Section 2 hereof is required to be delivered under the Securities
\nAct by any Participating Broker-Dealer who seeks to sell Exchange Securities
\nduring the Applicable Period relating thereto from whom the Issuer has received
\nwritten notice that it will be a Participating Broker-Dealer in the Exchange
\nOffer, notify the selling Holders of Registrable Securities (with respect to a
\nRegistration Statement filed pursuant to Section 3 hereof), or each such
\nParticipating Broker-Dealer (with respect to any such Registration Statement),
\nas the case may be, their counsel and the managing underwriters, if any,
\npromptly (but in any event within three Business Days), and confirm such notice
\nin writing, (i) when a Prospectus or any Prospectus supplement or post-effective
\namendment has been filed, and, with respect to a Registration Statement or any
\npost-effective amendment, when the same has become effective under the
\nSecurities Act (including in such notice a written statement that any Holder
\nmay, upon request, obtain, at the sole expense of the Issuer, one conformed copy
\nof such Registration Statement or post-effective amendment including financial
\nstatements and schedules, documents incorporated or deemed to be incorporated by
\nreference and exhibits), (ii) of the issuance by the SEC of any stop order
\nsuspending the effectiveness of a Registration Statement or of any order
\npreventing or suspending the use of any preliminary prospectus or the initiation
\nof any proceedings for that purpose, (iii) if at any time when a Prospectus is
\nrequired by the Securities Act to be delivered in connection with sales of the
\nRegistrable Securities or resales of Exchange Securities by Participating
\nBroker-Dealers the representations and warranties of the Issuer contained in any
\nagreement (including any underwriting agreement) contemplated by Section 6(m)
\nhereof cease to be true and correct, (iv) of the receipt by the Issuer of any
\nnotification with respect to the suspension of the qualification or exemption
\nfrom qualification of a Registration Statement or any of the Registrable
\nSecurities or the Exchange Securities to be sold by any Participating
\nBroker-Dealer for offer or sale in any jurisdiction, or the initiation or
\nthreatening of any proceeding for such purpose, (v) of the happening of any
\nevent, the existence of any condition or any information becoming known that
\nmakes any statement made in such Registration Statement or related Prospectus or
\nany document incorporated or deemed to be incorporated therein by reference
\nuntrue in any material respect or that requires the making of any changes in or
\namendments or supplements to such Registration Statement, Prospectus or
\ndocuments so that, in the case of the Registration Statement, it will not
\ncontain any untrue statement of a material fact or omit to state any material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading, and that in the case of the Prospectus, it will not contain any
\nuntrue statement of a material fact or omit to state any material fact required
\nto be stated therein or necessary to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading, and (vi) of the
\nIssuer153s determination that a post-effective amendment to a Registration
\nStatement would be appropriate.<\/p>\n -11-<\/p>\n
\n(d) Use its commercially reasonable efforts to prevent the issuance of any
\norder suspending the effectiveness of a Registration Statement or of any order
\npreventing or suspending the use of a Prospectus or suspending the qualification
\n(or exemption from qualification) of any of the Registrable Securities or the
\nExchange Securities to be sold by any Participating Broker-Dealer, for sale in
\nany jurisdiction.<\/p>\n (e) If a Shelf Registration is filed pursuant to Section 3 and if requested
\nduring the Effectiveness Period by the managing underwriter or underwriters (if
\nany) or the Holders of a majority in aggregate principal amount of the
\nRegistrable Securities being sold in connection with an underwritten offering,
\n(i) as promptly as practicable incorporate in a prospectus supplement or
\npost-effective amendment such information as the managing underwriter or
\nunderwriters (if any), such Holders or counsel for either of them reasonably
\nrequest to be included therein, (ii) make all required filings of such
\nprospectus supplement or such post-effective amendment as soon as practicable
\nafter the Issuer has received notification of the matters to be incorporated in
\nsuch prospectus supplement or post-effective amendment, and (iii) supplement or
\nmake amendments to such Registration Statement.<\/p>\n (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
\na Prospectus contained in the Exchange Offer Registration Statement filed
\npursuant to Section 2 hereof is required to be delivered under the Securities
\nAct by any Participating Broker-Dealer who seeks to sell Exchange Securities
\nduring the Applicable Period, furnish to each selling Holder of Registrable
\nSecurities (with respect to a Registration Statement filed pursuant to Section 3
\nhereof) and to each such Participating Broker-Dealer who so requests (with
\nrespect to any such Registration Statement) and to their respective counsel and
\neach managing underwriter, if any, at the sole expense of the Issuer, one
\nconformed copy of the Registration Statement or Registration Statements and each
\npost-effective amendment thereto, including financial statements and schedules,
\nand, if requested, all documents incorporated or deemed to be incorporated
\ntherein by reference and all exhibits.<\/p>\n (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
\na Prospectus contained in the Exchange Offer Registration Statement filed
\npursuant to Section 2 hereof is required to be delivered under the Securities
\nAct by any Participating Broker-Dealer who seeks to sell Exchange Securities
\nduring the Applicable Period, deliver to each selling Holder of Registrable
\nSecurities (with respect to a Registration Statement filed pursuant to Section 3
\nhereof), or each such Participating Broker-Dealer (with respect to any such
\nRegistration Statement), as the case may be, their respective counsel, and the
\nunderwriters, if any, at the sole expense of the Issuer, as many copies of the
\nProspectus or Prospectuses (including each form of preliminary prospectus) and
\neach amendment or supplement thereto and any documents incorporated by reference
\ntherein as such Persons may reasonably request; and, subject to the last
\nparagraph of this Section 6, the Issuer hereby consents to the use of such
\nProspectus and each amendment or supplement thereto by each of the selling
\nHolders of Registrable Securities or each such Participating Broker-Dealer, as
\nthe case may be, and the underwriters or agents, if any, and dealers, if any, in
\nconnection with the offering and sale of the Registrable Securities covered by,
\nor the sale by Participating Broker-Dealers of the Exchange Securities pursuant
\nto, such Prospectus and any amendment or supplement thereto.<\/p>\n -12-<\/p>\n
\n(h) Prior to any public offering of Registrable Securities or any delivery of
\na Prospectus contained in the Exchange Offer Registration Statement by any
\nParticipating Broker-Dealer who seeks to sell Exchange Securities during the
\nApplicable Period, use its commercially reasonable efforts to register or
\nqualify, and to cooperate with the selling Holders of Registrable Securities or
\neach such Participating Broker-Dealer, as the case may be, the managing
\nunderwriter or underwriters, if any, and their respective counsel in connection
\nwith the registration or qualification (or exemption from such registration or
\nqualification) of such Registrable Securities for offer and sale under the
\nsecurities or Blue Sky laws of such jurisdictions within the United States as
\nany selling Holder, Participating Broker-Dealer, or the managing underwriter or
\nunderwriters reasonably request in writing; provided<\/u>, however<\/u>,
\nthat where Exchange Securities held by Participating Broker-Dealers or
\nRegistrable Securities are offered other than through an underwritten offering,
\nthe Issuer agrees to cause its counsel to perform Blue Sky investigations and
\nfile registrations and qualifications required to be filed pursuant to this
\nSection 6(h), keep each such registration or qualification (or exemption
\ntherefrom) effective during the period such Registration Statement is required
\nto be kept effective and do any and all other acts or things necessary or
\nadvisable to enable the disposition in such jurisdictions of the Exchange
\nSecurities held by Participating Broker-Dealers or the Registrable Securities
\ncovered by the applicable Registration Statement; provided<\/u>,
\nhowever<\/u>, that the Issuer shall not be required to (A) qualify generally
\nto do business in any jurisdiction where it is not then so qualified, (B) take
\nany action that would subject it to general service of process in any such
\njurisdiction where it is not then so subject or (C) subject itself to taxation
\nin excess of a nominal dollar amount in any such jurisdiction where it is not
\nthen so subject.<\/p>\n (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate
\nwith the selling Holders of Registrable Securities and the managing underwriter
\nor underwriters, if any, to facilitate the timely preparation and delivery of
\ncertificates representing Registrable Securities to be sold, which certificates
\nshall not bear any restrictive legends and shall be in a form eligible for
\ndeposit with The Depository Trust Company; and enable such Registrable
\nSecurities to be in such denominations (subject to applicable requirements
\ncontained in the Indenture) and registered in such names as the managing
\nunderwriter or underwriters, if any, or Holders may request.<\/p>\n (j) Use its commercially reasonable efforts to cause the Registrable
\nSecurities covered by the Registration Statement to be registered with or
\napproved by such other U.S. governmental agencies or authorities as may be
\nnecessary to enable the seller or sellers thereof or the underwriter or
\nunderwriters, if any, to consummate the disposition of such Registrable
\nSecurities, except as may be required solely as a consequence of the nature of
\nsuch selling Holder153s business, in which case the Issuer will cooperate in all
\nrespects with the filing of such Registration Statement and the granting of such
\napprovals.<\/p>\n -13-<\/p>\n
\n(k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
\na Prospectus contained in the Exchange Offer Registration Statement filed
\npursuant to Section 2 hereof is required to be delivered under the Securities
\nAct by any Participating Broker-Dealer who seeks to sell Exchange Securities
\nduring the Applicable Period, upon the occurrence of any event contemplated by
\nparagraph 6(c)(v) or 6(c)(vi) hereof, as promptly as practicable prepare and
\n(subject to Section 6(a) hereof) file with the SEC, at the sole expense of the
\nIssuer, a supplement or post-effective amendment to the Registration Statement
\nor a supplement to the related Prospectus or any document incorporated therein
\nby reference, or file any other required document so that, as thereafter
\ndelivered to the purchasers of the Registrable Securities being sold thereunder
\n(with respect to a Registration Statement filed pursuant to Section 3 hereof) or
\nto the purchasers of the Exchange Securities to whom such Prospectus will be
\ndelivered by a Participating Broker-Dealer (with respect to any such
\nRegistration Statement), any such Prospectus will not contain an untrue
\nstatement of a material fact or omit to state a material fact required to be
\nstated therein or necessary to make the statements therein, in the light of the
\ncircumstances under which they were made, not misleading.<\/p>\n (l) Prior to the effective date of the first Registration Statement relating
\nto the Exchange Securities, (i) provide the Trustee with certificates for the
\nExchange Securities in a form eligible for deposit with The Depository Trust
\nCompany and (ii) provide a CUSIP number for the Exchange Securities.<\/p>\n (m) In connection with any underwritten offering of Registrable Securities
\npursuant to a Shelf Registration, enter into an underwriting agreement as is
\ncustomary in underwritten offerings of debt securities similar to the Securities
\n(including, without limitation, a customary condition to the obligations of the
\nunderwriters that the underwriters shall have received “cold comfort” letters
\nand updates thereof in form, scope and substance reasonably satisfactory to the
\nmanaging underwriter or underwriters from the independent registered public
\naccountants of the Issuer (and, if necessary, any other independent registered
\npublic accountants of the Issuer, or of any business acquired by the Issuer, for
\nwhich financial statements and financial data are, or are required to be,
\nincluded or incorporated by reference in the Registration Statement), addressed
\nto each of the underwriters, such letters to be in customary form and covering
\nmatters of the type customarily covered in “cold comfort” letters in connection
\nwith underwritten offerings of debt securities similar to the Securities), and
\ntake all such other actions as are reasonably requested by the managing
\nunderwriter or underwriters in order to expedite or facilitate the registration
\nor the disposition of such Registrable Securities and, in such connection, (i)
\nmake such representations and warranties to, and covenants with, the
\nunderwriters with respect to the business of the Issuer (including any acquired
\nbusiness, properties or entity, if applicable), and the Registration Statement,
\nProspectus and documents, if any, incorporated or deemed to be incorporated by
\nreference therein, in each case, as are customarily made by issuers to
\nunderwriters in underwritten offerings of debt securities similar to the
\nSecurities, and confirm the same in writing if and when requested; (ii) obtain
\nthe written opinions of counsel to the Issuer, and written updates thereof in
\nform, scope and substance reasonably satisfactory to the managing underwriter or
\nunderwriters, addressed to the underwriters covering the matters customarily
\ncovered in opinions reasonably requested in underwritten offerings; and (iii) if
\nan underwriting agreement is entered into, the same shall contain
\nindemnification provisions and procedures no less favorable to the sellers and
\nunderwriters, if any, than those set forth in Section 8 hereof (or such other
\nprovisions and procedures reasonably acceptable to Holders of a majority in
\naggregate principal amount of Registrable Securities covered by such
\nRegistration Statement and the managing underwriter or underwriters or agents,
\nif any). The above shall be done at each closing under such underwriting
\nagreement, or as and to the extent required thereunder.<\/p>\n -14-<\/p>\n
\n(n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2)
\na Prospectus contained in the Exchange Offer Registration Statement filed
\npursuant to Section 2 hereof is required to be delivered under the Securities
\nAct by any Participating Broker-Dealer who seeks to sell Exchange Securities
\nduring the Applicable Period, make available for inspection by any Initial
\nPurchaser, any selling Holder of such Registrable Securities being sold (with
\nrespect to a Registration Statement filed pursuant to Section 3 hereof), or each
\nsuch Participating Broker-Dealer, as the case may be, any underwriter
\nparticipating in any such disposition of Registrable Securities, if any, and any
\nattorney, accountant or other agent retained by any such selling Holder or each
\nsuch Participating Broker-Dealer (with respect to any such Registration
\nStatement), as the case may be, or underwriter (any such Initial Purchasers,
\nHolders, Participating Broker-Dealers, underwriters, attorneys, accountants or
\nagents, collectively, the “Inspectors<\/u>“), upon written request, at the
\noffices where normally kept, during reasonable business hours, all pertinent
\nfinancial and other records, pertinent corporate documents and instruments of
\nthe Issuer and subsidiaries of the Issuer (collectively, the “Records<\/u>“),
\nas shall be reasonably necessary to enable them to exercise any applicable due
\ndiligence responsibilities, and cause the officers, directors and employees of
\nthe Issuer and any of its subsidiaries to supply all information
\n(“Information<\/u>“) reasonably requested by any such Inspector in connection
\nwith such due diligence responsibilities. Each Inspector shall agree in writing
\nthat it will keep the Records and Information confidential, to use the
\nInformation only for due diligence purposes, to abstain from using the
\nInformation as the basis for any market transactions in Securities of the Issuer
\nand that it will not disclose any of the Records or Information that the Issuer
\ndetermines, in good faith, to be confidential and notifies the Inspectors in
\nwriting are confidential unless (i) the disclosure of such Records or
\nInformation is necessary to avoid or correct a misstatement or omission in such
\nRegistration Statement or Prospectus, (ii) the release of such Records or
\nInformation is ordered pursuant to a subpoena or other order from a court of
\ncompetent jurisdiction, (iii) disclosure of such Records or Information is
\nnecessary or advisable, in the opinion of counsel for any Inspector, in
\nconnection with any action, claim, suit or proceeding, directly or indirectly,
\ninvolving or potentially involving such Inspector and arising out of, based
\nupon, relating to, or involving this Agreement or the Purchase Agreement, or any
\ntransactions contemplated hereby or thereby or arising hereunder or thereunder,
\nor (iv) the information in such Records or Information has been made generally
\navailable to the public other than by an Inspector or an “affiliate” (as defined
\nin Rule 405) thereof; provided<\/u>, however<\/u>, that prior notice shall
\nbe provided as soon as practicable to the Issuer of the potential disclosure of
\nany information by such Inspector pursuant to clause (ii) or (iii) of this
\nsentence to permit the Issuer to obtain a protective order (or waive the
\nprovisions of this paragraph (n)) and that such Inspector shall take such
\nactions as are reasonably necessary to protect the confidentiality of such
\ninformation (if practicable) to the extent such action is otherwise not
\ninconsistent with, an impairment of or in derogation of the rights and interests
\nof the Holder or any Inspector.<\/p>\n (o) Provide an indenture trustee for the Registrable Securities or the
\nExchange Securities, as the case may be, and cause the Indenture or the trust
\nindenture provided for in Section 2(a) hereof, as the case may be, to be
\nqualified under the TIA not later than the effective date of the first
\nRegistration Statement relating to the Registrable Securities; and in connection
\ntherewith, cooperate with the trustee under any such indenture and the Holders
\nof the Registrable Securities, to effect such changes (if any) to such indenture
\nas may be required for such indenture to be so qualified in accordance with the
\nterms of the TIA; and execute, and use its commercially reasonable efforts to
\ncause such trustee to execute, all documents as may be required to effect such
\nchanges, and all other forms and documents required to be filed with the SEC to
\nenable such indenture to be so qualified in a timely manner.<\/p>\n -15-<\/p>\n
\n(p) Comply in all material respects with all applicable rules and regulations
\nof the SEC and make generally available to its security holders with regard to
\nany applicable Registration Statement, a consolidated earning statement
\nsatisfying the provisions of Section 11(a) of the Securities Act and Rule 158
\nthereunder (or any similar rule promulgated under the Securities Act) no later
\nthan 45 days after the end of any fiscal quarter (or 90 days after the end of
\nany 12-month period if such period is a fiscal year), subject, in each case, to
\nextensions of such periods to the extent permitted pursuant to the rules and
\nregulations of the Exchange Act then in effect (i) commencing at the end of any
\nfiscal quarter in which Registrable Securities are sold to underwriters in a
\nfirm commitment or best efforts underwritten offering and (ii) if not sold to
\nunderwriters in such an offering, commencing on the first day of the first
\nfiscal quarter of the Issuer, after the effective date of a Registration
\nStatement, which statements shall cover said 12-month periods; provided that
\nthis requirement shall be deemed satisfied by the Issuer complying with Section
\n4.03 of the Indenture.<\/p>\n (q) Upon consummation of the Exchange Offer or a Private Exchange, obtain an
\nopinion of counsel to the Issuer, in a form customary for underwritten
\ntransactions, addressed to the Trustee for the benefit of all Holders of
\nRegistrable Securities participating in the Exchange Offer or the Private
\nExchange, as the case may be, that the Exchange Securities or Private Exchange
\nNotes (and the related guarantees), as the case may be, the related guarantees
\nand the related indenture constitute legal, valid and binding obligations of the
\nIssuer, enforceable against the Issuer in accordance with their respective
\nterms, subject to customary exceptions and qualifications. If the Exchange Offer
\nor a Private Exchange is to be consummated, upon delivery of the Registrable
\nSecurities by Holders to the Issuer (or to such other Person as directed by the
\nIssuer), in exchange for the Exchange Securities or the Private Exchange Notes
\n(and the related guarantees), as the case may be, the Issuer shall mark, or
\ncause to be marked, on such Registrable Securities that such Registrable
\nSecurities are being cancelled in exchange for the Exchange Securities or the
\nPrivate Exchange Notes (and the related Guarantees), as the case may be; in no
\nevent shall such Registrable Securities be marked as paid or otherwise
\nsatisfied.<\/p>\n (r) Use reasonable efforts to cooperate with each seller of Registrable
\nSecurities covered by any Registration Statement and each underwriter, if any,
\nparticipating in the disposition of such Registrable Securities and their
\nrespective counsel in connection with any filings required to be made with the
\nFinancial Industry Regulatory Authority, Inc. (“FINRA<\/u>“).<\/p>\n (s) Use its respective commercially reasonable efforts to take all other
\nsteps reasonably necessary to effect the registration of the Exchange Securities
\nand\/or Registrable Securities covered by a Registration Statement contemplated
\nhereby.<\/p>\n The Issuer may require each seller of Registrable Securities as to which any
\nregistration is being effected to furnish to the Issuer such information
\nregarding such seller and the distribution of such Registrable Securities as the
\nIssuer may, from time to time, reasonably request. The Issuer may exclude from
\nsuch registration the Registrable Securities of any seller so long as such
\nseller fails to furnish such information within a reasonable time after
\nreceiving such request. Each seller as to which any Shelf Registration is being
\neffected agrees to furnish promptly to the Issuer all information required to be
\ndisclosed in order to make the information previously furnished to the Issuer by
\nsuch seller not materially misleading.<\/p>\n -16-<\/p>\n
\nIf any such Registration Statement refers to any Holder by name or otherwise
\nas the holder of any securities of the Issuer, then such Holder shall have the
\nright to require (i) the insertion therein of language, in form and substance
\nreasonably satisfactory to such Holder, to the effect that the holding by such
\nHolder of such securities is not to be construed as a recommendation by such
\nHolder of the investment quality of the securities covered thereby and that such
\nholding does not imply that such Holder will assist in meeting any future
\nfinancial requirements of the Issuer, or (ii) in the event that such reference
\nto such Holder by name or otherwise is not required by the Securities Act or any
\nsimilar federal statute then in force, the deletion of the reference to such
\nHolder in any amendment or supplement to the Registration Statement filed or
\nprepared subsequent to the time that such reference ceases to be required.<\/p>\n Each Holder of Registrable Securities and each Participating Broker-Dealer
\nagrees by its acquisition of such Registrable Securities or Exchange Securities
\nto be sold by such Participating Broker-Dealer, as the case may be, that, upon
\nactual receipt of any notice from the Issuer of the happening of any event of
\nthe kind described in Section 6(c)(ii), 6(c)(iv), 6(c)(v), or 6(c)(vi) hereof,
\nsuch Holder will forthwith discontinue disposition of such Registrable
\nSecurities covered by such Registration Statement or Prospectus or Exchange
\nSecurities to be sold by such Holder or Participating Broker-Dealer, as the case
\nmay be, until such Holder153s or Participating Broker-Dealer153s receipt of the
\ncopies of the supplemented or amended Prospectus contemplated by Section 6(k)
\nhereof, or until it is advised in writing (the “Advice<\/u>“) by the Issuer
\nthat the use of the applicable Prospectus may be resumed, and has received
\ncopies of any amendments or supplements thereto. In the event that the Issuer
\nshall give any such notice, each of the Applicable Period and the Effectiveness
\nPeriod shall be extended by the number of days during such periods from and
\nincluding the date of the giving of such notice to and including the date when
\neach seller of Registrable Securities covered by such Registration Statement or
\nExchange Securities to be sold by such Participating Broker-Dealer, as the case
\nmay be, shall have received (x) the copies of the supplemented or amended
\nProspectus contemplated by Section 6(k) hereof or (y) the Advice.<\/p>\n\n\n\n| <\/td>\n | \n 7.<\/p>\n<\/td>\n | \n Registration Expenses<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n All fees and expenses incident to the performance of or compliance with this
\nAgreement by the Issuer of its obligations under Sections 2, 3, 4, 6 and 9
\nhereof shall be borne by the Issuer, whether or not the Exchange Offer
\nRegistration Statement or any Shelf Registration Statement is filed or becomes
\neffective or the Exchange Offer is consummated, including, without limitation,
\n(i) all registration and filing fees (including, without limitation, (A) fees
\nwith respect to filings required to be made with FINRA in connection with an
\nunderwritten offering and (B) fees and expenses of compliance with state
\nsecurities or Blue Sky laws (including, without limitation, reasonable fees and
\ndisbursements of counsel in connection with Blue Sky qualifications of the
\nRegistrable Securities or Exchange Securities and determination of the
\neligibility of the Registrable Securities or Exchange Securities for investment
\nunder the laws of such jurisdictions in the United States (x) where the holders
\nof Registrable Securities are located, in the case of the Exchange Securities,
\nor (y) as provided in Section 6(h) hereof, in the case of Registrable Securities
\nor Exchange Securities to be sold by a Participating Broker-Dealer during the
\nApplicable Period)), (ii) printing expenses, including, without limitation,
\nprinting prospectuses if the printing of prospectuses is requested by the
\nmanaging underwriter or underwriters, if any, by the Holders of a majority in
\naggregate principal amount of the Registrable Securities included in any
\nRegistration Statement or in respect of Registrable Securities or Exchange
\nSecurities to be sold by any Participating Broker-Dealer during the Applicable
\nPeriod, as the case may be, (iii) fees and expenses of the Trustee, any exchange
\nagent and their counsel, (iv) fees and disbursements of counsel for the Issuer
\nand, in the case of a Shelf Registration, reasonable fees and disbursements of
\none special counsel for all of the sellers of Registrable Securities selected by
\nthe Holder of a majority in aggregate principal amount of Registrable Securities
\ncovered by such Shelf Registration (which counsel shall be reasonably
\nsatisfactory to the Issuer) exclusive of any counsel retained pursuant to
\nSection 8 hereof), (v) fees and disbursements of all independent registered
\npublic accountants referred to in Section 6(m) hereof (including, without
\nlimitation, the expenses of any “cold comfort” letters required by or incident
\nto such performance), (vi) rating agency fees, if any, and any fees associated
\nwith making the Registrable Securities or Exchange Securities eligible for
\ntrading through The Depository Trust Company, (vii) Securities Act liability
\ninsurance, if the Issuer desires such insurance, (viii) fees and expenses of all
\nother Persons retained by the Issuer, (ix) internal expenses of the Issuer
\n(including, without limitation, all salaries and expenses of officers and
\nemployees of the Issuer performing legal or accounting duties), (x) the expense
\nof any annual audit, (xi) any fees and expenses incurred in connection with the
\nlisting of the securities to be registered on any securities exchange, and the
\nobtaining of a rating of the securities, in each case, if applicable and (xii)
\nthe expenses relating to printing, word processing and distributing all
\nRegistration Statements, underwriting agreements, indentures and any other
\ndocuments necessary in order to comply with this Agreement.<\/p>\n -17-<\/p>\n
\n\n\n\n| <\/td>\n | \n 8.<\/p>\n<\/td>\n | \n Indemnification and Contribution<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (a) The Issuer and the Guarantors jointly and severally agree, to indemnify
\nand hold harmless each Holder of Registrable Securities, each Participating
\nBroker-Dealer selling Exchange Securities during the Applicable Period, and each
\nPerson, if any, who controls such Person or its affiliates within the meaning of
\nSection 15 of the Securities Act or Section 20 of the Exchange Act (each, a
\n“Participant<\/u>“) against any losses, claims, damages or liabilities, joint
\nor several, to which any Participant may become subject under the Securities
\nAct, the Exchange Act or otherwise, insofar as any such losses, claims, damages
\nor liabilities (or actions in respect thereof) arise out of or are based upon:\n<\/p>\n (i) any untrue statement or alleged untrue statement of any material fact
\ncontained in any Registration Statement (or any amendment thereto) or Prospectus
\n(as amended or supplemented if the Issuer shall have furnished any amendments or
\nsupplements thereto) or any preliminary prospectus; or<\/p>\n (ii) the omission or alleged omission to state, in any Registration Statement
\n(or any amendment thereto) or Prospectus (as amended or supplemented if the
\nIssuer shall have furnished any amendments or supplements thereto) or any
\npreliminary prospectus or any other document or any amendment or supplement
\nthereto, a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading,<\/p>\n except, in each case, insofar as such losses, claims, damages or liabilities
\nare arising out of or based upon any untrue statement or omission or alleged
\nuntrue statement or omission made in reliance upon and in conformity with any
\ninformation relating to any Initial Purchaser or any Holder furnished to the
\nIssuer in writing through the Initial Purchasers or any selling Holder expressly
\nfor use therein;<\/p>\n -18-<\/p>\n
\nand agree (subject to the limitations set forth in the proviso to this
\nsentence) to reimburse, as incurred, the Participant for any reasonable legal or
\nother expenses incurred by the Participant in connection with investigating,
\ndefending against or appearing as a third-party witness in connection with any
\nsuch loss, claim, damage, liability or action; provided<\/u>, however<\/u>,
\nneither the Issuer nor the Guarantors will be liable in any such case to the
\nextent that any such loss, claim, damage, or liability arises out of or is based
\nupon any untrue statement or alleged untrue statement or omission or alleged
\nomission made in any Registration Statement (or any amendment thereto) or
\nProspectus (as amended or supplemented if the Issuer shall have furnished any
\namendments or supplements thereto) or any preliminary prospectus or any
\namendment or supplement thereto in reliance upon and in conformity with written
\ninformation relating to any Participant furnished to the Issuer by such
\nParticipant specifically for use therein. The indemnity provided for in this
\nSection 8 will be in addition to any liability that the Issuer may otherwise
\nhave to the indemnified parties. The Issuer and the Guarantors shall not be
\nliable under this Section 8 to any indemnified party regarding any settlement or
\ncompromise or consent to the entry of any judgment with respect to any pending
\nor threatened claim, action, suit or proceeding in respect of which
\nindemnification or contribution may be sought hereunder (whether or not the
\nindemnified parties are actual or potential parties to such claim or action)
\nunless such settlement, compromise or consent is consented to by the Issuer and
\nthe Guarantors, which consent shall not be unreasonably withheld.<\/p>\n (b) Each Participant, severally and not jointly, agrees to indemnify and hold
\nharmless the Issuer, the Guarantors, their respective directors (or equivalent),
\ntheir respective officers who sign any Registration Statement and each person,
\nif any, who controls the Issuer within the meaning of Section 15 of the
\nSecurities Act or Section 20 of the Exchange Act against any losses, claims,
\ndamages or liabilities to which the Issuer, the Guarantors or any such director,
\nofficer or controlling person may become subject under the Act, the Exchange Act
\nor otherwise, insofar as such losses, claims, damages or liabilities (or actions
\nin respect thereof) arise out of or are based upon (i) any untrue statement or
\nalleged untrue statement of any material fact contained in any Registration
\nStatement or Prospectus, any amendment or supplement thereto, or any preliminary
\nprospectus, or (ii) the omission or the alleged omission to state therein a
\nmaterial fact necessary to make the statements therein not misleading, in each
\ncase to the extent, but only to the extent, that such untrue statement or
\nalleged untrue statement or omission or alleged omission was made in reliance
\nupon and in conformity with written information concerning such Participant,
\nfurnished to the Issuer by or on behalf of such Participant, specifically for
\nuse therein; and subject to the limitation set forth immediately preceding this
\nclause, will reimburse, as incurred, any reasonable legal or other expenses
\nincurred by the Issuer, the Guarantors or any such director, officer or
\ncontrolling person in connection with investigating or defending against or
\nappearing as a third party witness in connection with any such loss, claim,
\ndamage, liability or action in respect thereof. The indemnity provided for in
\nthis Section 8 will be in addition to any liability that the Participants may
\notherwise have to the indemnified parties. The Participants shall not be liable
\nunder this Section 8 to any indemnified party regarding any settlement or
\ncompromise or consent to the entry of any judgment with respect to any pending
\nor threatened claim, action, suit or proceeding in respect of which
\nindemnification or contribution may be sought hereunder (whether or not the
\nindemnified parties are actual or potential parties to such claim or action)
\nunless such settlement, compromise or consent is consented to by the
\nParticipants, which consent shall not be unreasonably withheld. The Issuer and
\nthe Guarantors shall not, without the prior written consent of such Participant,
\neffect any settlement or compromise of any pending or threatened proceeding in
\nrespect of which such Participant is or could have been a party, or indemnity
\ncould have been sought hereunder by such Participant, unless such settlement (A)
\nincludes an unconditional written release of such Participant, in form and
\nsubstance reasonably satisfactory to such Participant, from all liability on
\nclaims that are the subject matter of such proceeding and (B) does not include
\nany statement as to an admission of fault, culpability or failure to act by or
\non behalf of such Participant.<\/p>\n -19-<\/p>\n
\n(c) Promptly after receipt by an indemnified party under this Section 8 of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under this
\nSection 8, notify the indemnifying party of the commencement thereof in writing;
\nbut the omission to so notify the indemnifying party (i) will not relieve it
\nfrom any liability under paragraph (a) or (b) above unless and to the extent it
\ndid not otherwise learn of such action and such failure results in the
\nforfeiture by the indemnifying party of substantial rights and defenses and (ii)
\nwill not, in any event, relieve the indemnifying party from any obligations to
\nany indemnified party other than the indemnification obligation provided in
\nparagraphs (a) and (b) above. The indemnifying party shall be entitled to
\nappoint counsel (including local counsel) of the indemnifying party153s choice at
\nthe indemnifying party153s expense to represent the indemnified party in any
\naction for which indemnification is sought (in which case the indemnifying party
\nshall not thereafter be responsible for the fees and expenses of any separate
\ncounsel, other than local counsel if not appointed by the indemnifying party,
\nretained by the indemnified party or parties except as set forth below);
\nprovided<\/u>, however<\/u>, that such counsel shall be reasonably
\nsatisfactory to the indemnified party. Notwithstanding the indemnifying party153s
\nelection to appoint counsel (including local counsel) to represent the
\nindemnified party in an action, the indemnified party shall have the right to
\nemploy separate counsel (including local counsel), and the indemnifying party
\nshall bear the reasonable fees, costs and expenses of such separate counsel if
\n(i) the use of counsel chosen by the indemnifying party to represent the
\nindemnified party would present such counsel with a conflict of interest (based
\non the advice of counsel to the indemnified person); (ii) such action includes
\nboth the indemnified party and the indemnifying party and the indemnified party
\nshall have reasonably concluded (based on the advice of counsel to the
\nindemnified person) that there may be legal defenses available to it and\/or
\nother indemnified parties that are different from or additional to those
\navailable to the indemnifying party; (iii) the indemnifying party shall not have
\nemployed counsel reasonably satisfactory to the indemnified party to represent
\nthe indemnified party within a reasonable time after notice of the institution
\nof such action; or (iv) the indemnifying party shall authorize the indemnified
\nparty to employ separate counsel at the expense of the indemnifying party. It is
\nunderstood and agreed that the indemnifying person shall not, in connection with
\nany proceeding or separate but related or substantially similar proceedings in
\nthe same jurisdiction arising out of the same general allegations or
\ncircumstances, be liable for the reasonable fees and expenses of more than one
\nseparate firm (in addition to any local counsel) representing the indemnified
\nparties under paragraph (a) or paragraph (b) of this Section 8, as the case may
\nbe, who are parties to such action or actions. Any such separate firm for any
\nParticipants shall be designated in writing by Participants who sold a majority
\nin interest of the Registrable Securities and Exchange Securities sold by all
\nsuch Participants in the case of paragraph (a) of this Section 8 or the Issuer
\nin the case of paragraph (b) of this Section 8. In the event that any
\nParticipants are indemnified persons collectively entitled, in connection with a
\nproceeding or separate but related or substantially similar proceedings in a
\nsingle jurisdiction, to the payment of fees and expenses of a single separate
\nfirm under this Section 8(c), and any such Participants cannot agree to a
\nmutually acceptable separate firm to act as counsel thereto, then such separate
\nfirm for all such Indemnified Persons shall be designated in writing by
\nParticipants who sold a majority in interest of the Registrable Securities and
\nExchange Securities sold by all such Participants. An indemnifying party will
\nnot, without the prior written consent of the indemnified parties, settle or
\ncompromise or consent to the entry of any judgment with respect to any pending
\nor threatened claim, action, suit or proceeding in respect of which
\nindemnification or contribution may be sought hereunder (whether or not the
\nindemnified parties are actual or potential parties to such claim or action)
\nunless such settlement, compromise or consent includes an unconditional release
\nof each indemnified party from all liability arising out of such claim, action,
\nsuit or proceeding and does not include any statement as to, or any admission
\nof, fault, culpability or failure to act by or on behalf of any indemnified
\nparty. All fees and expenses reimbursed pursuant to this paragraph (c) shall be
\nreimbursed as they are incurred.<\/p>\n -20-<\/p>\n
\n(d) After notice from the indemnifying party to such indemnified party of its
\nelection so to assume the defense thereof and approval by such indemnified party
\nof counsel appointed to defend such action, the indemnifying party will not be
\nliable to such indemnified party under this Section 8 for any legal or other
\nexpenses, other than reasonable costs of investigation, subsequently incurred by
\nsuch indemnified party in connection with the defense thereof, unless (i) the
\nindemnified party shall have employed separate counsel in accordance with the
\nthird sentence of paragraph (c) of this Section 8 or (ii) the indemnifying party
\nhas authorized in writing the employment of counsel for the indemnified party at
\nthe expense of the indemnifying party. After such notice from the indemnifying
\nparty to such indemnified party, the indemnifying party will not be liable for
\nthe costs and expenses of any settlement of such action effected by such
\nindemnified party without the prior written consent of the indemnifying party
\n(which consent shall not be unreasonably withheld), unless such indemnified
\nparty waived in writing its rights under this Section 8, in which case the
\nindemnified party may effect such a settlement without such consent.<\/p>\n (e) In circumstances in which the indemnity agreement provided for in the
\npreceding paragraphs of this Section 8 is unavailable to, or insufficient to
\nhold harmless, an indemnified party in respect of any losses, claims, damages or
\nliabilities (or actions in respect thereof) (other than by virtue of the failure
\nof an indemnified party to notify the indemnifying party of its right to
\nindemnification pursuant to paragraph (a) or (b) of this Section 8, where such
\nfailure materially prejudices the indemnifying party (through the forfeiture of
\nsubstantial rights or defenses)), each indemnifying party, in order to provide
\nfor just and equitable contribution, shall contribute to the amount paid or
\npayable by such indemnified party as a result of such losses, claims, damages or
\nliabilities (or actions in respect thereof) in such proportion as is appropriate
\nto reflect (i) the relative benefits received by the indemnifying party or
\nparties on the one hand and the indemnified party on the other from the offering
\nof the Securities or (ii) if the allocation provided by the foregoing clause (i)
\nis not permitted by applicable law, not only such relative benefits but also the
\nrelative fault of the indemnifying party or parties on the one hand and the
\nindemnified party on the other in connection with the statements or omissions or
\nalleged statements or omissions that resulted in such losses, claims, damages or
\nliabilities (or actions in respect thereof). The relative benefits received by
\nthe Issuer and the Guarantors on the one hand and such Participant on the other
\nshall be deemed to be in the same proportion that the total net proceeds from
\nthe offering (before deducting expenses) of the Securities received by the
\nIssuer bear to the total discounts and commissions received by such Participant
\nin connection with the sale of the Securities (or if such Participant did not
\nreceive discounts or commissions, the value of receiving the Securities). The
\nrelative fault of the parties shall be determined by reference to, among other
\nthings, whether the untrue or alleged untrue statement of a material fact or the
\nomission or alleged omission to state a material fact relates to information
\nsupplied by the Issuer on the one hand, or the Participants on the other, the
\nparties153 relative intent, knowledge, access to information and opportunity to
\ncorrect or prevent such statement or omission or alleged statement or omission,
\nand any other equitable considerations appropriate in the circumstances. The
\nparties agree that it would not be equitable if the amount of such contribution
\nwere determined by pro rata or per capita allocation or by any other method of
\nallocation that does not take into account the equitable considerations referred
\nto in the first sentence of this paragraph (e). Notwithstanding any other
\nprovision of this paragraph (e), no Participant shall be obligated to make
\ncontributions hereunder that in the aggregate exceed the total discounts,
\ncommissions and other compensation or net proceeds on the sale of Securities
\nreceived by such Participant in connection with the sale of the Securities, less
\nthe aggregate amount of any damages that such Participant has otherwise been
\nrequired to pay by reason of the untrue or alleged untrue statements or the
\nomissions or alleged omissions to state a material fact, and no person guilty of
\nfraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation. For purposes of this paragraph (d), each person,
\nif any, who controls a Participant within the meaning of Section 15 of the Act
\nor Section 20 of the Exchange Act shall have the same rights to contribution as
\nthe Participants, and each director of the Issuer and the Guarantors, each
\nofficer of the Issuer and the Guarantors and each person, if any, who controls
\nthe Issuer and the Guarantors within the meaning of Section 15 of the Act or
\nSection 20 of the Exchange Act, shall have the same rights to contribution as
\nthe Issuer.<\/p>\n -21-<\/p>\n
\n\n\n\n| <\/td>\n | \n 9.<\/p>\n<\/td>\n | \n Rule 144<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Issuer covenants and agrees that it will use commercially reasonable
\nefforts to file the reports required to be filed by it under the Securities Act
\nand the Exchange Act and the rules and regulations adopted by the SEC thereunder
\nin a timely manner in accordance with the requirements of the Securities Act and
\nthe Exchange Act and, if at any time the Issuer is not required to file such
\nreports, the Issuer will, upon the request of any Holder or beneficial owner of
\nRegistrable Securities, make available such information necessary to permit
\nsales pursuant to Rule 144A. The Issuer further covenants and agrees, for so
\nlong as any Registrable Securities remain outstanding that it will take such
\nfurther action as any Holder of Registrable Securities may reasonably request,
\nall to the extent required from time to time to enable such holder to sell
\nRegistrable Securities without registration under the Securities Act within the
\nlimitation of the exemptions provided by Rule 144A unless the Issuer is then
\nsubject to Section 13 or 15(d) of the Exchange Act and reports filed thereunder
\nsatisfy the information requirements of Rule 144A then in effect.<\/p>\n \n\n\n| <\/td>\n | \n 10.<\/p>\n<\/td>\n | \n Underwritten Registrations<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Issuer shall not be required to assist in an underwritten offering unless
\nrequested by the Holders of a majority in aggregate principal amount of the
\nRegistrable Securities. If any of the Registrable Securities covered by any
\nShelf Registration are to be sold in an underwritten offering, the investment
\nbanker or investment bankers and manager or managers that will manage the
\noffering will be selected by the Holders of a majority in aggregate principal
\namount of such Registrable Securities included in such offering and shall be
\nreasonably acceptable to the Issuer.<\/p>\n No Holder of Registrable Securities may participate in any Underwritten
\nRegistration hereunder unless such Holder (a) agrees to sell such Holder153s
\nRegistrable Securities on the basis provided in any underwriting arrangements
\napproved by the Persons entitled hereunder to approve such arrangements and (b)
\ncompletes and executes all questionnaires, powers of attorney, indemnities,
\nunderwriting agreements and other documents required under the terms of such
\nunderwriting arrangements.<\/p>\n -22-<\/p>\n
\n\n\n\n| <\/td>\n | \n 11.<\/p>\n<\/td>\n | \n Miscellaneous<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (a) No Inconsistent Agreements<\/u>. The Issuer has not as of the date
\nhereof, and the Issuer shall not, after the date of this Agreement, enter into
\nany agreement with respect to any of its securities that is inconsistent with
\nthe rights granted to the Holders of Registrable Securities in this Agreement or
\notherwise conflicts with the provisions hereof. The rights granted to the
\nHolders hereunder do not in any way conflict with and are not inconsistent with
\nthe rights granted to the holders of the Issuer other issued and outstanding
\nsecurities under any such agreements. The Issuer will not enter into any
\nagreement with respect to any of its securities which will grant to any Person
\npiggy-back registration rights with respect to any Registration Statement.<\/p>\n (b) Adjustments Affecting Registrable Securities<\/u>. The Issuer shall
\nnot, directly or indirectly, take any action with respect to the Registrable
\nSecurities as a class that would adversely affect the ability of the Holders of
\nRegistrable Securities to include such Registrable Securities in a registration
\nundertaken pursuant to this Agreement.<\/p>\n (c) Amendments and Waivers<\/u>. The provisions of this Agreement may not
\nbe amended, modified or supplemented, and waivers or consents to departures from
\nthe provisions hereof may not be given, otherwise than with the prior written
\nconsent of (I) the Issuer, and (II) (A) the Holders of not less than a majority
\nin aggregate principal amount of the then outstanding Registrable Securities and
\n(B) in circumstances that would adversely affect the Participating
\nBroker-Dealers, the Participating Broker-Dealers holding not less than a
\nmajority in aggregate principal amount of the Exchange Notes held by all
\nParticipating Broker-Dealers; provided<\/u>, however<\/u>, that Section 8
\nand this Section 11(c) may not be amended, modified or supplemented without the
\nprior written consent of each Holder and each Participating Broker-Dealer
\n(including any person who was a Holder or Participating Broker-Dealer of
\nRegistrable Securities or Exchange Securities, as the case may be, disposed of
\npursuant to any Registration Statement) affected by any such amendment,
\nmodification or supplement. Notwithstanding the foregoing, a waiver or consent
\nto depart from the provisions hereof with respect to a matter that relates
\nexclusively to the rights of Holders of Registrable Securities whose securities
\nare being sold pursuant to a Registration Statement and that does not directly
\nor indirectly affect, impair, limit or compromise the rights of other Holders of
\nRegistrable Securities may be given by Holders of at least a majority in
\naggregate principal amount of the Registrable Securities being sold pursuant to
\nsuch Registration Statement.<\/p>\n (d) Notices<\/u>. All notices and other communications (including, without
\nlimitation, any notices or other communications to the Trustee) provided for or
\npermitted hereunder shall be made in writing by hand-delivery, registered
\nfirst-class mail, next-day air courier or facsimile:<\/p>\n (i) if to a Holder of the Registrable Securities or any Participating
\nBroker-Dealer, at the most current address of such Holder or Participating
\nBroker-Dealer, as the case may be, set forth on the records of the registrar
\nunder the Indenture, with a copy in like manner to the Initial Purchasers as
\nfollows:<\/p>\n Barclays Capital Inc.<\/p>\n 745 Seventh Avenue<\/p>\n New York, New York 10019<\/p>\n Facsimile No.: (212) 548-9158<\/p>\n Attention: Leveraged Finance Department<\/p>\n -23-<\/p>\n
\nwith a copy to:<\/p>\n Cahill Gordon & Reindel LLP<\/p>\n 80 Pine Street<\/p>\n New York, New York 10005<\/p>\n Facsimile No.: (212) 378-2409<\/p>\n Attention: Stuart G. Downing<\/p>\n \n\n\n| <\/td>\n | \n (ii)<\/p>\n<\/td>\n | \n if to the Initial Purchasers, at the address specified in Section 11(d)(i);\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n (iii)<\/p>\n<\/td>\n | \n if to the Issuer, at the address as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Igloo Merger Corporation<\/p>\n Interactive Data Corporation<\/p>\n 32 Crosby Drive<\/p>\n Bedford, Massachusetts 01731<\/p>\n Facsimile No.: (781) 687-8005<\/p>\n Attention: General Counsel<\/p>\n with a copy to:<\/p>\n Simpson Thacher & Bartlett LLP<\/p>\n 425 Lexington Ave.<\/p>\n New York, New York 10017<\/p>\n Facsimile No.: (212) 455-2502<\/p>\n Attention: Richard A. Fenyes<\/p>\n All such notices and communications shall be deemed to have been duly given:
\nwhen delivered by hand, if personally delivered; five Business Days after being
\ndeposited in the mail, postage prepaid, if mailed; one Business Day after being
\ntimely delivered to a next-day air courier; and upon written confirmation, if
\nsent by facsimile.<\/p>\n Copies of all such notices, demands or other communications shall be
\nconcurrently delivered by the Person giving the same to the Trustee at the
\naddress and in the manner specified in such Indenture.<\/p>\n (e) Successors and Assigns<\/u>. This Agreement shall inure to the benefit
\nof and be binding upon the successors and assigns of each of the parties hereto,
\nthe Holders and the Participating Broker-Dealers; provided<\/u>,
\nhowever<\/u>, that nothing herein shall be deemed to permit any assignment,
\ntransfer or other disposition of Registrable Securities in violation of the
\nterms of the Purchase Agreement or the Indenture.<\/p>\n -24-<\/p>\n
\n(f) Counterparts<\/u>. This Agreement may be executed in any number of
\ncounterparts and by the parties hereto in separate counterparts, each of which
\nwhen so executed shall be deemed to be an original and all of which taken
\ntogether shall constitute one and the same agreement.<\/p>\n (g) Headings<\/u>. The headings in this Agreement are for convenience of
\nreference only and shall not limit or otherwise affect the meaning hereof.<\/p>\n (h) Governing Law<\/u>. THIS AGREEMENT SHALL BE GOVERNED BY AND
\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
\nCONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK. EACH OF THE
\nPARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
\nCOUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.<\/strong><\/p>\n(i) Severability<\/u>. If any term, provision, covenant or restriction of
\nthis Agreement is held by a court of competent jurisdiction to be invalid,
\nillegal, void or unenforceable, the remainder of the terms, provisions,
\ncovenants and restrictions set forth herein shall remain in full force and
\neffect and shall in no way be affected, impaired or invalidated, and the parties
\nhereto shall use their best efforts to find and employ an alternative means to
\nachieve the same or substantially the same result as that contemplated by such
\nterm, provision, covenant or restriction. It is hereby stipulated and declared
\nto be the intention of the parties that they would have executed the remaining
\nterms, provisions, covenants and restrictions without including any of such that
\nmay be hereafter declared invalid, illegal, void or unenforceable.<\/p>\n (j) Notes Held by the Issuer or Its Affiliates<\/u>. Whenever the consent
\nor approval of Holders of a specified percentage of Registrable Securities is
\nrequired hereunder, Registrable Securities held by the Issuer or its affiliates
\n(as such term is defined in Rule 405 under the Securities Act) shall not be
\ncounted in determining whether such consent or approval was given by the Holders
\nof such required percentage.<\/p>\n (k) Third-Party Beneficiaries<\/u>. Holders of Registrable Securities and
\nParticipating Broker-Dealers are intended third-party beneficiaries of this
\nAgreement, and this Agreement may be enforced by such Persons.<\/p>\n (l) Entire Agreement<\/u>. This Agreement, together with the Purchase
\nAgreement and the Indenture, is intended by the parties as a final and exclusive
\nstatement of the agreement and understanding of the parties hereto in respect of
\nthe subject matter contained herein and therein and any and all prior oral or
\nwritten agreements, representations, or warranties, contracts, understandings,
\ncorrespondence, conversations and memoranda between the Holders on the one hand
\nand the Issuer on the other, or between or among any agents, representatives,
\nparents, subsidiaries, affiliates, predecessors in interest or successors in
\ninterest with respect to the subject matter hereof and thereof are merged herein
\nand replaced hereby.<\/p>\n -25-<\/p>\n
\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date
\nfirst written above.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n IGLOO MERGER CORPORATION<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ MICHAEL BINGLE<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Michael Bingle<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Co-President<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n<\/tr>\n | \n| \n INTERACTIVE DATA CORPORATION<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ RAYMOND L. D153ARCY<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Raymond L. D153arcy<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Signature Page to Registration Rights Agreement<\/p>\n
\nESIGNAL, INC.<\/p>\n EXSHARE FINANCIAL INCORPORATED<\/p>\n GTIS CORPORATION<\/p>\n IDCO NOMINEES, INC.<\/p>\n INFOTEC HOLDINGS CORPORATION<\/p>\n INTERACTIVE DATA MANAGED SOLUTIONS, LLC<\/p>\n INTERACTIVE DATA PRICING AND REFERENCE DATA, INC.<\/p>\n INTERACTIVE DATA REAL-TIME GROUP, INC.<\/p>\n INTERACTIVE DATA REAL-TIME SERVICES, INC.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Each of the Guarantors listed on Schedule I hereto.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ CHRISTINE A. SAMPSON<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name:<\/p>\n<\/td>\n | <\/td>\n | \n Christine A. Sampson<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title:<\/p>\n<\/td>\n | <\/td>\n | \n Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Signature Page to Registration Rights Agreement<\/p>\n
\nThe foregoing Agreement is hereby confirmed and accepted as of the date first
\nabove written.<\/p>\n BARCLAYS CAPITAL INC.<\/p>\n BANC OF AMERICA SECURITIES LLC<\/p>\n CREDIT SUISSE SECURITIES (USA) LLC<\/p>\n UBS SECURITIES LLC<\/p>\n RBC CAPITAL MARKETS CORPORATION<\/p>\n SANTANDER INVESTMENT SECURITIES INC.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n Barclays Capital Inc.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ JEAN-FRANCOIS ASTIER<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Jean-Francois Astier<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For itself, the other Representatives and the other several Initial
\nPurchasers.<\/p>\n Signature Page to Registration Rights Agreement<\/p>\n
\nSCHEDULE I <\/u><\/p>\n THE GUARANTORS <\/u><\/strong><\/p>\neSignal, Inc., a Delaware corporation<\/p>\n Exshare Financial Incorporated, a Delaware corporation<\/p>\n GTIS Corporation, a Delaware corporation<\/p>\n IDCO Nominees, Inc., a Delaware corporation<\/p>\n Infotec Holdings Corporation, a Delaware corporation<\/p>\n Interactive Data Managed Solutions, LLC, a Delaware limited liability company\n<\/p>\n Interactive Data Pricing and Reference Data, Inc., a Delaware corporation\n<\/p>\n Interactive Data Real-Time Group, Inc., a Delaware corporation<\/p>\n Interactive Data Real-Time Services, Inc., a New York corporation<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9632,9629],"class_list":["post-43875","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43875","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43875"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43875"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43875"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43875"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | |