EX-4.6





 Exhibit 4.6 

REGISTRATION RIGHTS AGREEMENT 

5.000% SENIOR NOTES DUE 2029 

This REGISTRATION RIGHTS AGREEMENT dated May 18, 2021 (the “Agreement”) is entered into by and among The Goodyear
Tire & Rubber Company, an Ohio corporation (the “Company”), the Subsidiary Guarantors listed in Schedule 1 hereto (the “Subsidiary Guarantors”), and J.P. Morgan Securities LLC, as representative (the
“Representative”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule I to the Purchase Agreement dated May 13, 2021 (the “Purchase Agreement”). 

The Company, the Subsidiary Guarantors and the Representatives are parties to the Purchase Agreement which provides for the sale by the
Company to the Initial Purchasers of $850,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2029 (the “Securities”), which will be guaranteed on an unsecured senior basis by each of the Subsidiary
Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. 
 In
consideration of the foregoing, the parties hereto agree as follows: 
 SECTION 1. Definitions. As used in this Agreement, the
following terms shall have the following meanings: 
 “Additional Subsidiary Guarantor” shall mean any subsidiary of the
Company that becomes a Subsidiary Guarantor under the Indenture after the date of this Agreement. 
 “Business Day” shall
mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. 

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Offer” shall mean the exchange offer by the Company and the Subsidiary Guarantors of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall
mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. 
 “Exchange Offer
Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration
statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 












 “Exchange Securities” shall mean senior notes issued by the Company and
guaranteed by the Subsidiary Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to
comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or
on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. 

“Subsidiary Guarantors” shall have the meaning set forth in the preamble and shall also include any Additional Subsidiary
Guarantors. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of
their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term
“Holders” shall include Participating Broker-Dealers. 
 “Indemnified Person” shall have the meaning set forth in
Section 5(c) hereof. 
 “Indemnifying Person” shall have the meaning set forth in
Section 5(c) hereof. 
 “Indenture” shall mean the Indenture relating to the Securities dated as
of August 13, 2010, as supplemented by the Tenth Supplemental Indenture dated May 18, 2021 among the Company, the Subsidiary Guarantors and Wells Fargo Bank, N.A., as trustee, and as the same may be amended from time to time in accordance
with the terms thereof. 
 “Initial Purchasers” shall have the meaning set forth in the preamble. 

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof. 

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided further that if the Company shall issue any additional Securities under the Indenture prior to
consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for
purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 

  
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 “Participating Broker-Dealers” shall have the meaning set forth in
Section 4(a) hereof. 
 “Person” shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a
part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of
the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such
Securities have been sold to the public pursuant to Rule 144 under the Securities Act, (iii) when such securities cease to be outstanding or (iv) when the Exchange Offer is consummated, except in the case of Securities that would otherwise
remain Registrable Securities that are held by a Holder that (x) was ineligible to participate in the Exchange Offer or (y) validly tendered and did not properly withdraw Registrable Securities in the Exchange Offer and did not receive
fully tradeable Exchange Securities pursuant to the Exchange Offer. 
 “Registration Default” shall have the meaning set
forth in Section 2(d) hereof. 
 “Registration Expenses” shall mean any and all expenses incident
to performance of or compliance by the Company and the Subsidiary Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”) registration
and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the
Majority Holders and which counsel may also be counsel for the Underwriters) in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all reasonable expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities
laws, (vi) the reasonable fees and disbursements of the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the Company and the Subsidiary Guarantors and, in the case of a Shelf Registration Statement, the
reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the reasonable fees and disbursements of the
independent public 

  
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accountants of the Company and the Subsidiary Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration Statement” shall
mean any registration statement of the Company and the Subsidiary Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such
registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“Representative” shall have the meaning set forth in the preamble. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement (or post-effective amendment or
supplement to an existing shelf registration statement) of the Company and the Subsidiary Guarantors that covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein. 
 “Shelf Request” shall have the meaning set forth in
Section 2(b) hereof. 
 “Staff” shall mean the staff of the SEC. 

“Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by the Subsidiary Guarantors
under the Indenture. 
 “Target Registration Date” shall mean the date which is 366 days from the date hereof. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

  
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 “Underwriter” shall have the meaning set forth in
Section 3(e) hereof. 
 “Underwritten Offering” shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public. 
 SECTION 2. Registration Under the Securities Act.
(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Subsidiary Guarantors shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities (which registration statement, for the avoidance of doubt, may provide for the registration of other securities of the Company
and Subsidiary Guarantors), (ii) cause such Exchange Offer Registration Statement to become effective and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more
Participating Broker-Dealers. The Company and the Subsidiary Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable best efforts to
complete the Exchange Offer not later than (1) 30 days after such effective date (or if such 30th day is not a Business Day, the next succeeding Business Day) and (2) the Target Registration Date. 

The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing in compliance with the applicable procedures of the
depositary the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and
not properly withdrawn will be accepted for exchange; 
 (ii) the dates of acceptance for exchange (which shall be a period
of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”); 
 (iii) that any
Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein; 

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to
(A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or
(B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date,
by (A) delivering to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities. 

  
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 As a condition to participating in the Exchange Offer, a Holder will be required to
represent to the Company and the Subsidiary Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any Subsidiary Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such
Exchange Securities. 
 As soon as practicable after the last Exchange Date, the Company and the Subsidiary Guarantors shall: 

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the
Exchange Offer; and 
 (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities
tendered by such Holder. 
 The Company and the Subsidiary Guarantors shall use their commercially reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
 (b) In
the event that (i) the Company and the Subsidiary Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as reasonably practicable
after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a
written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that were ineligible to be exchanged in the Exchange Offer, the Company and the Subsidiary Guarantors shall use their
commercially reasonable best efforts to (x) cause to be filed as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by
the Holders thereof and (y) cause such Shelf Registration Statement to become effective (which registration statement, for the avoidance of doubt, may provide for the registration of other securities of the Company and Subsidiary Guarantors).


  
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 In the event that the Company and the Subsidiary Guarantors are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Subsidiary Guarantors shall use their commercially reasonable best efforts to file and cause to become effective both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer
Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. 

The Company and the Subsidiary Guarantors agree to use their commercially reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the date on which the Securities registered thereunder cease to constitute Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Subsidiary Guarantors further agree to supplement
or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to
cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Subsidiary
Guarantors agree to furnish to the Holders of Registrable Securities (or file on EDGAR) copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Company and the Subsidiary Guarantors shall pay all Registration Expenses in connection with any registration pursuant to
Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant
to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. 

In the event that neither the Exchange Offer has been completed nor, if required in lieu thereof pursuant to
Section 2(b)(i) or 2(b)(ii) hereof, the Shelf Registration Statement has become effective, on or prior to the Target Registration Date (such event, a “Registration Default”), the annual interest rate
on the Registrable Securities will be increased by 0.25% per annum from the date of such Registration Default to but excluding the earlier of the date such Registration Default is cured or the Securities cease to be Registrable Securities. In the
event 

  
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that the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby has not become effective by
the later of (a) the Target Registration Date or (b) 90 days after delivery of such Shelf Request, then the annual interest rate on the Registrable Securities will be increased by 0.25% per annum for the period from such date to but excluding
the earlier of (i) the date on which such Shelf Registration Statement is declared effective and (ii) the date that the Securities cease to be Registrable Securities. 

If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus
contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, then the annual interest rate on the Registrable Securities will be increased by 0.25% per annum
commencing on the day that the Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable to but excluding the earlier of (i) the date that the Shelf Registration Statement has again become effective or the
Prospectus again becomes usable and (ii) the date that the Shelf Effectiveness Period ends; provided that if the failure of the Shelf Registration Statement to be effective or the Prospectus to be usable is otherwise permitted by this
Agreement, then the increase in interest rate will only be effective if such failure to be effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period and such increase
will commence on the 31st day that such failure to be effective or usable exists in such 12-month period. 

Notwithstanding the foregoing, (1) the Company and the Subsidiary Guarantors shall in no event be required to pay additional interest in
excess of 0.25% per annum even if more than one Registration Default exists at any given time and (2) a Holder of Securities who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to additional interest with
respect to a Registration Default that pertains to such Shelf Registration Statement. 
 (e) Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company and the Subsidiary Guarantors acknowledge that any failure by the Company or the Subsidiary Guarantors to comply with their obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Subsidiary Guarantors’ obligations under
Section 2(a) and Section 2(b) hereof. 
 (f) The Company represents, warrants and
covenants that it (including its agents and representatives) will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act), other than any communication
pursuant to Rule 134 under the Securities Act, any document constituting an offer to sell or solicitation of an offer to buy the Securities or the Exchange Securities that falls within the exception from the definition of prospectus in
Section 2(a)(10)(a) of the Securities Act or a prospectus satisfying the requirements of Section 10(a) of the Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities Act.


  
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 (g) The additional interest provided for above shall be payable at the same times, in the
same manner and to the same persons as ordinary interest on the Registrable Securities. 
 SECTION 3. Registration Procedures.
(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Subsidiary Guarantors shall as expeditiously as reasonably possible: 

(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form
(x) shall be selected by the Company and the Subsidiary Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable best efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with Section 2 hereof; 

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of, and Rule 174 under, the Securities Act that is applicable to transactions by
brokers or dealers with respect to the Registrable Securities or Exchange Securities; to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the Subsidiary
Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 

(iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, upon request, as many copies of each Prospectus, preliminary prospectus, or Free Writing Prospectus, and
any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Subsidiary Guarantors consent
to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law; 


  
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 (iv) use their commercially reasonable best efforts to register or qualify
the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable
Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with the FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to
complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Subsidiary Guarantor shall be required to (1) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction, (3) subject itself to taxation or tariff in
any such jurisdiction if it is not so subject or (4) make any change to its charter or by-laws or similar organizational documents; 

(v) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable
Securities and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed
and becomes effective and when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for
amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any Subsidiary Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the Company or any Subsidiary Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free
Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any
determination by the Company or any Subsidiary Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate; 

  
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 (vi) use their commercially reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to
such Shelf Registration Statement on the proper form, as soon as practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution; 

(vii) in the case of a Shelf Registration, upon request, furnish to each Holder of Registrable Securities, without charge, at
least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

(viii) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with
the provisions of the Indenture) as such Holders may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities; 

(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing
Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or
Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company and the Subsidiary Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such
Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Subsidiary Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be,
to correct such misstatement or omission; 
 (x) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus (other than documents that will be incorporated by reference therein), provide copies of such
document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company and the Subsidiary Guarantors
as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company and
the Subsidiary 

  
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Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration
Statement or a Prospectus or a Free Writing Prospectus (other than documents that will be incorporated by reference therein), of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or
their counsel) shall reasonably object; 
 (xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities,
as the case may be, not later than the initial effective date of a Registration Statement; 
 (xii) cause the Indenture to be
qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 

(xiii) in the case of a Shelf Registration, make available for inspection prior to the filing of the Shelf Registration
Statement and during the Shelf Effectiveness Period by a representative of the Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement,
any attorney and accountant designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorney and accountant designated by such Underwriter, at reasonable times and in a reasonable manner,
all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Subsidiary Guarantors to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Subsidiary Guarantor as being confidential or
proprietary, each Person receiving such information shall agree to keep such information confidential and shall otherwise take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter; 

(xiv) in the case of a Shelf Registration, use their commercially reasonable best efforts to cause all Registrable Securities
to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Subsidiary Guarantor are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements; 

  
 12 













 (xv) if reasonably requested by any Holder of Registrable Securities covered
by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing; 

(xvi) as may reasonably be required in the case of a Shelf Registration, enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with
respect to the business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance
and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Subsidiary Guarantors (which counsel and opinions, in form,
scope and substance similar to that provided in the Purchase Agreement, as modified for registered offering, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the
Subsidiary Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Subsidiary Guarantor, or of any business acquired by the Company or any Subsidiary Guarantor for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or
Free Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Subsidiary Guarantors made pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement; and 

  
 13 













 (xvii) so long as any Registrable Securities remain outstanding, cause each
Additional Subsidiary Guarantor upon the creation or acquisition by the Company of such Additional Subsidiary Guarantor and such Additional Subsidiary Guarantor, entering into a supplemental indenture to guarantee the Securities, to execute a
counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability thereof against such entity, to the Initial Purchasers no later than five
Business Days following the execution thereof. 
 (b) No Holder of Registrable Securities may include any of its Registrable Securities in
any Shelf Registration Statement unless and until such Holder furnishes to the Company in writing, within a reasonable period of time after the Company’s request therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required
to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. 
 (c) In the
case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Company and the Subsidiary Guarantors of the happening of any event of the
kind described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until (i) in the case of an
event described in Section 3(a)(v)(5) hereof, such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(ix) hereof and, if so
directed by the Company and the Subsidiary Guarantors, such Holder will deliver to the Company and the Subsidiary Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and
any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice, and (ii) in the case of an event described in Section 3(a)(v)(3) hereof, such Holder’s receipt of notification by
the Company of the withdrawal of the stop order or notice of objection giving rise to the discontinuance of dispositions. 
 (d) If the
Company and the Subsidiary Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Subsidiary Guarantors shall extend the period during which such Registration
Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions. The Company and the Subsidiary Guarantors may give any such notice only three times during any 366-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 366-day period. 


  
 14 













 (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each, an “Underwriter”) that will administer the
offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering. No Holder may participate in any such Underwritten Offering unless such Holder (i) agrees to sell such
Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and the Underwriters and (ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 

SECTION 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer
that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

 The Company and the Subsidiary Guarantors understand that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers
or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under
the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Subsidiary Guarantors agree to amend
or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this Agreement), if
so requested by any Participating Broker-Dealer, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in
Section 4(a) above. The Company and the Subsidiary Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such
period (but not thereafter) in connection with the resales contemplated by this Section 4. 
 (c) The Initial
Purchasers shall have no liability to the Company, any Subsidiary Guarantor or any Holder with respect to any request made by a Participating Broker-Dealer pursuant to Section 4(b) above. 

SECTION 5. Indemnification and Contribution. (a) The Company and each Subsidiary Guarantor, jointly and severally, agree to
indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in 

  
 15 













 
connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required
to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing through the Representatives or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company and the Subsidiary Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information. 

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Subsidiary Guarantors, the Initial
Purchasers and the other selling Holders, the directors of the Company and the Subsidiary Guarantors, each officer of the Company and the Subsidiary Guarantors who signed the Registration Statement and each Person, if any, who controls the Company,
the Subsidiary Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a)
above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus. 

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the Indemnifying Person shall not relieve it from any liability
that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person


  
 16 













 
thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to
this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,
as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; or (iii) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such
Initial Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other
cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
 (d) If
the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange
Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the Subsidiary Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantors on 

  
 17 













 
the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company and the Subsidiary Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. 
 (e) The Company, the Subsidiary Guarantors and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5,
in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or the Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Subsidiary Guarantors or the officers or directors of or any Person controlling the Company or the Subsidiary Guarantors, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 SECTION 6.
General. (a) No Inconsistent Agreements. The Company and the Subsidiary Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Subsidiary Guarantor under any other agreement and (ii) neither the Company nor any Subsidiary Guarantor has entered into, or
on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 

  
 18 













 (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Subsidiary Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of
this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Subsidiary Guarantors, initially at the
Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their
respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture. 
 (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement, the Indenture or the Securities. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of
law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Subsidiary
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and
the Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the
rights of other Holders hereunder. 

  
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 (f) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall
not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim, controversy or dispute
arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles that would result in the application of any laws other than the laws of
the State of New York. 
 (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Subsidiary Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
void or unenforceable provisions. 
 [Remainder of page intentionally left blank.] 

  
 20 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	THE GOODYEAR TIRE & RUBBER COMPANY
	
	as Issuer
		
	By:	 	 /s/ Christina L. Zamarro

		 	Name: Christina L. Zamarro
		 	Title: Vice President, Finance and Treasurer



  
 [Signature Page to
Registration Rights Agreement] 













 SUBSIDIARY GUARANTORS 

 

					
	CELERON CORPORATION
			
	    	 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
	
	DIVESTED COMPANIES HOLDING COMPANY
			
	    	 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
			
	    	 	By:	 	 /s/ Daniel T. Young

		 		 	Name: Daniel T. Young
		 		 	Title: Secretary


 [Signature Page to Registration Rights Agreement] 












 
					
	DIVESTED LITCHFIELD PARK PROPERTIES, INC.
			
	    	 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
			
		 	By:	 	 /s/ Daniel T. Young

		 		 	Name: Daniel T. Young
		 		 	Title: Secretary
	
	GOODYEAR CANADA INC.
			
		 	By:	 	 /s/ Samuel M. Pillow

		 		 	Name: Samuel M. Pillow
		 		 	Title: President
			
		 	By:	 	 /s/ Frank Lamie

		 		 	Name: Frank Lamie
		 		 	Title: Secretary
	
	GOODYEAR EXPORT INC.
			
		 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer


 [Signature Page to Registration Rights Agreement] 












 
					
	GOODYEAR FARMS, INC.
			
		 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
	
	GOODYEAR INTERNATIONAL CORPORATION
			
		 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
	
	GOODYEAR WESTERN HEMISPHERE CORPORATION
			
		 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
	
	T&WA, Inc.
			
		 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President and Treasurer
	
	RABEN TIRE CO., LLC
		
		 	By: THE GOODYEAR TIRE & RUBBER COMPANY, ITS SOLE MEMBER
			
	    	 	By:	 	 /s/ Christina L. Zamarro

		 		 	Name: Christina L. Zamarro
		 		 	Title: Vice President, Finance and Treasurer


 [Signature Page to Registration Rights Agreement] 













			
	Accepted: May 18, 2021
	
	J.P. MORGAN SECURITIES LLC
		
	By:	 	 /s/ Bradford Garvey

	Name: Bradford Garvey
	Title: Director
	
	For themselves and on behalf of the several Initial Purchasers listed in Schedule I to the Purchase Agreement.

 [Signature Page to Registration Rights Agreement] 













			
	 Name of Subsidiary Guarantor
	  	 Jurisdiction

	Celeron Corporation	  	Delaware
	Divested Companies Holding Company	  	Delaware
	Divested Litchfield Park Properties, Inc.	  	Arizona
	Goodyear Canada Inc.	  	Ontario, Canada
	Goodyear Export Inc.	  	Delaware
	Goodyear Farms, Inc.	  	Arizona
	Goodyear International Corporation	  	Delaware
	Goodyear Western Hemisphere Corporation	  	Delaware
	Raben Tire Co., LLC	  	Indiana
	T&WA, Inc.	  	Kentucky













 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Subsidiary Guarantor (as defined in the Registration Rights
Agreement, dated as of May 18, 2021, by and among The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors party thereto and J.P. Morgan Securities LLC), to be bound by the terms and provisions of such
Registration Rights Agreement. 
 IN WITNESS WHEREOF, the undersigned has executed this counterpart as of _______________. 

 

			
	[NAME OF SUBSIDIARY GUARANTOR]
		
	By:	 	      

		 	Name:
		 	Title: