EXHIBIT 4.3







 





 



 


 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of February 6, 2014


by and among


 


ARC PROPERTIES OPERATING PARTNERSHIP,
L.P.


CLARK ACQUISITION, LLC


THE GUARANTORS LISTED ON SCHEDULE
I HERETO


 


and


 


BARCLAYS CAPITAL INC.


CITIGROUP GLOBAL MARKETS INC.


 


 



 






    	 



    	 



    

 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of February 6, 2014, by and among ARC Properties
Operating Partnership, L.P., a Delaware limited partnership (the “Company”), and Clark Acquisition, LLC,
a Delaware limited liability company (“Clark” and, together with the Company, the “Issuers”),
the guarantors listed on Schedule I hereto (the “Guarantors”) and Barclays Capital Inc. and Citigroup
Global Markets Inc., as representatives (the “Representatives”) of the several initial purchasers named
in Schedule I attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser”
and, together, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 2.000%
Senior Notes due 2017, 3.000% Senior Notes due 2019 and 4.600% Senior Notes due 2024 (the “Initial Notes”)
pursuant to the Purchase Agreement (as defined below).


 


This Agreement is made
pursuant to the Purchase Agreement, dated February 4, 2014 (the “Purchase Agreement”), by and among the
Issuers, the Guarantors and the Representatives. In order to induce the Initial Purchasers to purchase the Initial Notes, the Issuers
and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7(l) of the Purchase Agreement. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 6, 2014,
among the Issuers, the Guarantors and U.S. Bank National Association, as trustee, as supplemented by an officers’ certificate
relating to the Initial Notes and the Exchange Notes (collectively, the “Indenture”).


 


The parties hereby
agree as follows:


 


SECTION
1.           DEFINITIONS


 


As used in this Agreement,
the following capitalized terms shall have the following meanings:


 


Act:
The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


Affiliate:
As defined in Rule 144 of the Act.


 


Agreement:
As defined in the preamble.


 


Broker-Dealer:
Any broker or dealer registered under the Exchange Act.


 


Business Day:
Any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment
are authorized by law, regulation or executive order to remain closed.


 


Clark:
As defined in the preamble.


 


Closing Date:
The date hereof.


 


Commission:
The Securities and Exchange Commission.


 






    	 



    	 



    

 


Company:
As defined in the preamble.


 


Consummate:
An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing
and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the
Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the
Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof, and (c) the delivery by the
Issuers to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal
amount of Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.


 


Consummation
Deadline: As defined in Section 3(b) hereof.


 


Effectiveness
Deadline: As defined in Sections 3(a) and 4(a) hereof.


 


Exchange Act:
The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


Exchange Notes:
The Issuers’ 2.000% Senior Notes due 2017, 3.000% Senior Notes due 2019 and 4.600% Senior Notes due 2024 to be issued pursuant
to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.


 


Exchange Offer:
The exchange and issuance by the Issuers of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn
by such Holders in connection with such exchange and issuance.


 


Exchange Offer
Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.


 


Free Writing
Prospectus: Each offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that would constitute
a “free writing prospectus” as defined in Rule 405 under the Securities Act, prepared by or on behalf of the Issuers
or used or referred to by the Issuers in connection with the sale of the Initial Notes or the Exchange Notes.


 


Guarantors:
As defined in the preamble.


 


Holders:
As defined in Section 2 hereof.


 


Indenture:
As defined in the preamble.


 


Initial Notes:
As defined in the preamble.


 


Initial Purchasers:
As defined in the preamble.


 


Interest Payment
Date: As defined in the Initial Notes and Exchange Notes.


 


Issuers:
As defined in the preamble.


 






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Prospectus:
The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


 


Purchase Agreement:
As defined in the preamble.


 


Recommencement
Date: As defined in Section 6(d) hereof.


 


Registration
Default: As defined in Section 5 hereof.


 


Registration
Statement: Any registration statement of the Issuers and the Guarantors relating to (a) an offering of Exchange Notes pursuant
to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement,
in each case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included therein, and
(iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated
by reference therein.


 


Representatives:
As defined in the preamble.


 


Rule 144:
Rule 144 promulgated under the Act.


 


Shelf Filing
Deadline: As defined in Section 4(a) hereof.


 


Shelf Registration
Statement: As defined in Section 4 hereof.


 


Special Interest:
As defined in Section 5 hereof.


 


Suspension Notice:
As defined in Section 6(d) hereof.


 


Suspension Rights:
As defined in Section 6(c)(i) hereof.


 


TIA:
The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.


 


Transfer Restricted
Securities: Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged
in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in
the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives
from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance
with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (d) the date on which such
Initial Note is distributed to the public pursuant to Rule 144.


 






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SECTION
2.           HOLDERS


 


A Person is deemed
to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer
Restricted Securities.


 


SECTION
3.           REGISTERED
EXCHANGE OFFER


 


(a)               
The Issuers and the Guarantors shall (i) use commercially reasonable efforts to cause the Exchange Offer Registration Statement
to be declared effective by the Commission no later than 240 days (or if such 240th day is not a Business Day, the next Business
Day) after the Closing Date (such 240th day being the “Effectiveness Deadline”) and (ii) in connection
with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration
Statement, and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Notes
to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided,
however, that none of the Issuers or any Guarantor shall be required to take any action that would subject them to general
service of process or taxation in any jurisdiction where they are not already subject. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted
Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Initial Notes that such Broker-Dealer
acquired for its own account as a result of market-making activities or other trading activities (other than Initial Notes acquired
directly from the Issuers or any of its Affiliates) as contemplated by Section 3(c) below.


 


(b)              
Unless the Exchange Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth
in Section 6(a)(i) below have been complied with), the Issuers and the Guarantors shall use commercially reasonable efforts to
commence the Exchange Offer and to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep
the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days.
The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws.
No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. Unless the Exchange
Offer shall not be permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Issuers and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event
later than 60 days thereafter, or longer, if required by the federal securities laws, after the date on which the Exchange Offer
Registration Statement has become effective (such 60th day, or such later date required by the federal securities laws, being the
“Consummation Deadline”).


 


(c)               
The Issuers shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer
Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired
for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Initial Notes
acquired directly from the Issuers or any Affiliate of the Issuers), may exchange such Transfer Restricted Securities pursuant
to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan
of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any
such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after
the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993).


 






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Because such Broker-Dealer
may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting
the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange
Offer, the Issuers and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement
by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained
in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Issuers and the Guarantors
agree to use commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period
of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto. The Issuers and the Guarantors shall provide sufficient copies
of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business
Days after such request, at any time during such period.


 


SECTION
4.           SHELF
REGISTRATION


 


(a)               
Shelf Registration. If (i) the Issuers and the Guarantors are not (A) required to file the Exchange Offer Registration
Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission
policy (after the Issuers and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below), or (ii) any
Holder notifies the Issuers prior to the 20th Business Day following Consummation of the Exchange Offer that (A) such Holder is
prohibited by law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes
acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer
and holds Initial Notes acquired directly from the Issuers or any of their Affiliates or (iii) the Exchange Offer is not for any
other reason completed within 300 days (or if such 300th day is not a Business Day, the next Business Day) after the Closing Date,
then the Issuers and the Guarantors, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall:


 


(x) use commercially
reasonable efforts on or prior to 30 days after the earlier of (i) the date as of which the Issuers determine that the Exchange
Offer Registration Statement will not be or cannot be, as the case may be, filed as a result of clause (a)(i) above, (ii) the date
on which the Issuers receive the notice specified in clause (a)(ii) above and (iii) the date immediately after the triggering event
in clause (a)(iii) above is met (30 days after such earlier date, the “Shelf Filing Deadline”), to file
a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration
Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer Restricted Securities,
and


 






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(y) use commercially
reasonable efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days (or if such 90th day is
not a Business Day, the next Business Day) after the Shelf Filing Deadline for the Shelf Registration Statement (such 90th day
the “Shelf Effectiveness Deadline”).


 


If, after the Issuers
and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the
Issuers and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer
is not permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Issuers and
the Guarantors shall remain obligated to meet the Shelf Effectiveness Deadline set forth in clause (y).


 


To the extent necessary
to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Issuers and the Guarantors shall use commercially reasonable efforts to keep any Shelf Registration Statement required
by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of
Sections 6(b) and 6(c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least one year (as extended pursuant to Section 6(c)(i) or
6(d)) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such
Shelf Registration Statement have been sold pursuant thereto or are no longer Transfer Restricted Securities.


 


(b)              
Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include
any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Issuers in writing, within 15 days after receipt of a request therefor, the information specified in Item
507 or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably requested by the Issuers and required
by Regulation S-K of the Act, for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus
included therein. No Holder shall be entitled to Special Interest pursuant to Section 5 hereof unless and until (and from and after
such time) such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information
required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading
and shall promptly supply such other information as the Issuers may from time to time reasonably request.


 






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SECTION
5.           SPECIAL
INTEREST


 


Subject to the Suspension
Rights referred to in Section 6(c)(i) below, if (i) any Shelf Registration Statement required by this Agreement has not been filed
with the Commission on or prior to the Shelf Filing Deadline, (ii) any Registration Statement required by this Agreement has not
been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline, with respect to the Exchange Offer Registration Statement, or (iv) any
Shelf Registration Statement required by this Agreement is declared effective but thereafter (and before the expiration of the
period referred to in Rule 144) ceases to be effective or useable in connection with resales of the Exchange Notes for more than
60 days within any 12-month period or if the Issuers, through their omission, fails to name as a selling securityholder any Holder
that had complied timely with its obligations to be named in such Shelf Registration Statement (each such event referred to in
clauses (i) through (iv), a “Registration Default”), then the Issuers and the Guarantors hereby jointly
and severally agree to pay to each Holder affected thereby special interest (“Special Interest”) in an
amount equal to 0.25% per annum for the first 90-day period immediately following the date of such Registration Default, and an
additional 0.25% per annum for each subsequent 90-day period, until all Registration Defaults have been cured, up to a maximum
amount of Special Interest of 1.00% per annum; provided that the Issuers and the Guarantors shall in no event be required
to pay Special Interest for more than one Registration Default at any given time. Notwithstanding anything to the contrary set
forth herein, (1) upon filing of the Shelf Registration Statement, in the case of clause (i) above, (2) upon the effectiveness
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (ii)
above, (3) upon Consummation of the Exchange Offer, in the case of clause (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement that causes the Shelf Registration Statement to
again be declared effective or made usable in the case of clause (iv) above, the Special Interest payable with respect to the Transfer
Restricted Securities as a result of such clause (i), (ii), (iii), or (iv), as applicable, shall cease on the date of such cure,
and the interest rate on such Transfer Restricted Securities will revert to the interest rate applicable in the absence of any
Registration Default.


 


All accrued Special
Interest shall be paid by the Issuers and the Guarantors (or the Issuers and the Guarantors will cause the Paying Agent to make
such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. Notwithstanding
the fact that any securities for which Special Interest is due cease to be Transfer Restricted Securities, all obligations of the
Issuers and the Guarantors to pay Special Interest with respect to securities that accrued prior to the time that such securities
ceased to be Transfer Restricted Securities shall survive until such time as such obligations with respect to such securities shall
have been satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special
Interest shall not accrue during any period in which the Issuers and the Guarantors are exercising the Suspension Rights set forth
in Section 6(c)(i) below and shall be the only remedy available to Holders for any Registration Default.


 






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SECTION
6.           REGISTRATION
PROCEDURES


 


(a)               
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall
(x) comply with all applicable provisions of Section 6(c) below, (y) use commercially reasonable efforts to effect such exchange
and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer
acquired for its own account as a result of its market-making activities or other trading activities (other than Initial Notes
acquired directly from the Issuers or any of their Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:


 


(i)                
If, following the Closing Date there has been announced a change in Commission policy with respect to exchange offers such
as the Exchange Offer, that in the reasonable opinion of counsel to the Issuers raises a substantial question as to whether the
Exchange Offer is permitted by applicable federal law, the Issuers and the Guarantors hereby agree to take commercially reasonable
efforts either to (x) seek a no-action letter or other favorable decision from the Commission allowing the Issuers and the Guarantors
to Consummate an Exchange Offer for such Transfer Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a
Shelf Registration Statement to permit the registration and/or resale of the Transfer Restricted Securities that would otherwise
be covered by the Exchange Offer Registration Statement but for the announcement of a change in Commission policy. In the case
of clause (x) above, the Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff
level but shall not be required to take action not commercially reasonable to affect a change of Commission policy. In connection
with the foregoing, the Issuers and the Guarantors hereby agree to take such other commercially reasonable actions as may be requested
by the Commission or otherwise reasonably required in connection with the issuance of such decision, including without limitation
(A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by
counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer
should be permitted, and (C) diligently pursuing a resolution (which need not be favorable and which need not be a written resolution)
by the Commission staff.


 


(ii)              
As a condition to its participation in the Exchange Offer, each Holder (including, without limitation, any Holder who is
a Broker-Dealer) shall furnish, upon the request of the Issuers, prior to the Consummation of the Exchange Offer, a written representation
to the Issuers and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an Affiliate of either of the Issuers, (B) it is not engaged in, and does not intend
to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to
be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business, and (D) only if such
Holder is a Broker-Dealer that will receive Exchange Notes in exchange for Initial Notes that such Broker-Dealer acquired for its
own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law,
in connection with any sale of such Exchange Notes. As a condition to its participation in the Exchange Offer each Holder using
the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are
of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from the Issuers or an Affiliate thereof,
it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated
in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration
and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale
transaction must be covered by an effective registration statement containing the selling security holder information required
by Item 507 or 508, as applicable, of Regulation S-K.


 






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(iii)            
Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall provide a supplemental
letter to the Commission (A) stating that the Issuers and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley
and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that
the Issuers and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange
Notes to be received in the Exchange Offer and that, to the best of each Issuer’s or each Guarantor’s information and
belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and
has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange
Offer, and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained
pursuant to clause (i) above, if applicable.


 


(b)              
Shelf Registration Statement. In connection with the Shelf Registration Statement, the Issuers and the Guarantors
shall:


 


(i)                
comply with all the provisions of Section 6(c) below and use commercially reasonable efforts to effect such registration
to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers
and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate
form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and


 


(ii)issue
to any Holder or purchaser of Initial Notes covered by any Shelf Registration Statement contemplated by this Agreement, upon the
request of any such Holder or purchaser, registered Initial Notes having an aggregate principal amount equal to the aggregate principal
amount of Initial Notes sold pursuant to the Shelf Registration Statement and surrendered to the Issuers for cancellation in the
names as such Holder or purchaser shall designate; provided, that such purchaser provides all documentation reasonably requested
by the Issuers in connection with such issuance.


 






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(c)               
General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement,
the Issuers and the Guarantors shall:


 


(i)                
use commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite
financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement,
the Issuers and the Guarantors shall use commercially reasonable efforts to file promptly an appropriate amendment to such Registration
Statement curing such defect, and, if Commission review is required, use commercially reasonable efforts to cause such amendment
to be declared effective as soon as practicable. Notwithstanding the foregoing, the Issuers and the Guarantors may allow the Exchange
Offer Registration Statement, at any time after Consummation of the Exchange Offer (if otherwise required to keep it effective),
or the Shelf Registration Statement and the related Prospectus to cease to remain effective and usable or may delay the filing
or the effectiveness of the Shelf Registration Statement if not then filed or effective, as applicable (“Suspension
Rights”), for not more than 60 (or, in the case of clause (x) below, 90) days in the aggregate in any twelve month
period if (x) the board of directors of the Issuers (or a duly-appointed committee of the board of directors having power over
the subject matter) determines in good faith that it is in the best interests of the Issuers not to disclose the existence of or
facts surrounding any proposed or pending material corporate transaction involving the Issuers and the Guarantors, and the Issuers
mail notification to the Holders within five Business Days after the board of directors makes such determination, or (y) the Prospectus
contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, contains an untrue
statement of the material fact or omits to state a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided that the 180-day period referred to in Section 3(c)
during which the Exchange Offer Registration Statement is required to be effective and usable or the one-year period referred to
in Section 4(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be extended by
the number of days during which such Registration Statement was not effective or usable pursuant to the foregoing provisions (which
such extension shall be the Holders’ sole remedy for the exercise by the Issuers of the Suspension Rights during the time
period permitted hereunder, but only to the extent that any suspension period does not violate the 60- or 90-day period, as applicable,
set forth above).


 


(ii)              
Subject to the Suspension Rights set forth in Section 6(c)(i) above, use commercially reasonable efforts to prepare and
file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary
to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be;
cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule
424 under the Act, and to comply fully with Rules 424, 430A, and 462, as applicable, under the Act in a timely manner; and comply
with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during
the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 






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(iii)            
advise (a) each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the
case of a Shelf Registration Statement), and (b) each Holder who has provided notice to the Issuers promptly and, if requested
by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements
to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification
of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of
the preceding purposes, and (D) of the happening of any event that requires the Issuers to make changes in the Registration Statement
or the Prospectus in order that the Registration Statement or the Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein do not contain an untrue statement of material fact nor omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, which notice may, at the discretion of the Issuers, state that it constitutes the exercise
of Suspension Rights under the provisions of Section 6(c)(i). If at any time the Commission shall issue any stop order suspending
the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an
order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities
or Blue Sky laws, the Issuers and the Guarantors shall use commercially reasonable efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;


 


(iv)            
subject to Section 6(d), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, use
commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus
or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 






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(v)              
furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the
case of a Shelf Registration Statement) in connection with such exchange, registration or sale, if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the reasonable review and comment of such Holders in connection with such sale,
if any, for a period of at least three Business Days, and the Issuers will not file any such Registration Statement or Prospectus
or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference)
to which such Holders shall reasonably object within three Business Days after the receipt thereof; provided that any Holder
receiving such information shall agree to be bound by reasonable and customary confidentiality agreements and procedures with respect
thereto. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus
or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;


 


(vi)            
if requested, promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement
or Prospectus in connection with such exchange, registration or sale, if any, provide copies of such document to each Holder whose
Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration Statement)
in connection with such exchange, registration or sale, if any, make the Issuers’ and the Guarantors’ representatives
available for discussion of such document and other customary due diligence matters, subject to execution and delivery of customary
confidentiality agreements, and include such information in such document prior to the filing thereof as such Holders may reasonably
request;


 


(vii)          
make available, at a location where they are normally maintained and during normal business hours, for inspection by each
Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the case of a Shelf Registration
Statement) and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents
of the Issuers and the Guarantors reasonably requested and use commercially reasonable efforts to cause the Issuers’ and
the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney
or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof
and prior to its effectiveness as is customary for similar due diligence examinations; provided that any Holder or representative
thereof requesting or receiving such information shall agree to be bound by reasonable and customary confidentiality agreements
and procedures with respect thereto;


 


(viii)        
if requested by any Holders whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in
the case of a Shelf Registration Statement) in connection with such exchange, registration or sale, promptly include in any Registration
Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may
reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution”
of the Transfer Restricted Securities and the use of the Registration Statement or Prospectus for market making activities; and
make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuers are
notified of the matters to be included in such Prospectus supplement or post-effective amendment;


 






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(ix)            
furnish to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the
case of a Shelf Registration Statement) in connection with such exchange, registration or sale, without charge, at least one copy
of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein by reference);


 


(x)              
deliver to each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement (in the
case of a Shelf Registration Statement) without charge, as many copies of the Prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as such Holders reasonably may request; the Issuers and the Guarantors hereby consent to
the use (in accordance with law and subject to Section 6(d) hereof and any Suspension Rights) of the Prospectus and any amendment
or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto;


 


(xi)            
enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take
all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably
requested by the Initial Purchasers or, in the case of registration for resale of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 50% in aggregate principal
amount of such class of Transfer Restricted Securities; provided, that, the Issuers and the Guarantors shall not be required
to enter into any such agreement more than once with respect to all of the Transfer Restricted Securities and, in the case of a
Shelf Registration Statement, may delay entering into such agreement if the Board of Directors of the Issuers determine in good
faith that it is in the best interests of the Issuers and the Guarantors not to disclose the existence of or facts surrounding
any proposed or pending material corporate transaction involving the Issuers and the Guarantors. In such connection, the Issuers
and the Guarantors shall:


 


(A)       
upon the request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its commercially reasonable efforts
to cause to be furnished) to each such Holder (in the case of the Shelf Registration Statement) and any underwriter, upon Consummation
of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as the case may be:


 






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(1)         
a certificate, in customary form, dated such date, signed on behalf of the each Issuer and each Guarantor and not in an
individual capacity by (x) the Chief Executive Officer or any Vice President, and (y) a principal financial or accounting officer
of the such Issuer and such Guarantor, confirming, as of the date thereof, such matters as such Holders may reasonably request;


 


(2)         
an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration
Statement, as the case may be, of counsel for the Issuers and the Guarantors in customary form and covering such other matters
as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated
in conferences with officers and other representatives of the Issuers and the Guarantors and representatives of the independent
public accountants for the Issuers and the Guarantors and representatives of the underwriters, if any, and their counsel at which
the contents of the Registration Statement and related matters were discussed and, although such counsel need not pass upon or
assume responsibility for the accuracy, completeness or fairness of such statements (relying as to materiality to the extent such
counsel deems appropriate upon the statements of officers and other representatives of the Issuers and the Guarantors and without
independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the
applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective
and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case
of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement
of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Such counsel may state further that such counsel assumes no responsibility for, and
has not independently verified, the accuracy, completeness or fairness of the financial statements, schedules or other financial
data included in any Registration Statement contemplated by this Agreement or the related Prospectus and need express no view as
to the accounting or financial records from which such financial statements, schedules and data are derived; and


 






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(3)         
a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of
the Shelf Registration Statement, as the case may be, from the Issusers’ independent accountants, in the customary form and
covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings,
and affirming the matters set forth in the comfort letters delivered pursuant to Section 8(e) of the Purchase Agreement; and


 


(B)        
deliver such other customary documents and certificates as may be reasonably requested by the selling Holders to evidence
compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into
by the Issuers and the Guarantors pursuant to this clause (xi);


 


(xii)          
prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in
connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws
of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement;
provided, however, that the Issuers and the Guarantors shall not be required to register or qualify as a foreign corporation
where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation,
other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;


 


(xiii)        
in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities
in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;


 


(xiv)        
use commercially reasonable efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained
in clause (xii) above;


 


(xv)          
provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement
covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;


 






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(xvi)        
otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and
make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable,
a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month
period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under
the Act);


 


(xvii)      
cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement
required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use
its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely
manner; and


 


(xviii)    
provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section
13 or Section 15(d) of the Exchange Act.


 


(d)              
Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of
the notice referred to in Section 6(c)(i) or 6(c)(iii)(C) or any notice from the Issuers of the existence of any fact of the kind
described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder
has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised
in writing by the Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).
Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent
file copies, then in such Holder’s possession which have been replaced by the Issuers with more recently dated Prospectuses,
or (ii) deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Holder’s
possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the
Suspension Notice to the Recommencement Date. Each Holder, by acquisition of a Transfer Restricted Security, further agrees to
hold the fact that it has received any Suspension Notice, and any communication from the Issuers to the Holder relating to an event
giving rise to a Suspension Notice, in confidence.


 


SECTION
7.           REGISTRATION
EXPENSES


 


(a)               
All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance with this Agreement will
be borne by the Issuers, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses; (ii) all reasonable fees and expenses of compliance with federal securities and state
Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued
in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all reasonable fees and
disbursements of counsel for the Issuers and the Guarantors and one counsel for all of the Holders of Transfer Restricted Securities
selected by the Holders of a majority in principal amount of Transfer Restricted Securities being registered; (v) all application
and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuers and
the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); provided,
however, that in no event shall the Issuers or the Guarantors be responsible for any underwriting discounts, commissions or
fees attributable to the sale or other disposition of Transfer Restricted Securities.


 






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The Issuers will, in
any event, bear their and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of
any Person, including special experts, retained by the Issuers or the Guarantors.


 


(b)              
In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling or reselling
Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel
shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared, if any.


 


SECTION
8.           INDEMNIFICATION


 


(a)               
Each Issuer and each Guarantor agrees, jointly and severally, to indemnify and hold harmless each Holder, its directors,
officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act), from and against any and all losses, claims, damages, liabilities or judgments, (including without limitation, any legal
or other expenses reasonably incurred in connection with investigating or defending any matter, including any action that could
give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement
of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus,
Free Writing Prospectus or any “issuer information” (as defined in Rule 433 of the Securities Act) filed or
required to be filed pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto), or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages,
liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Issuers by or on behalf of any of the Holders.


 






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(b)              
Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantors, and their
respective directors and officers, and each Person, if any, who controls (within the meaning of Section 15 of the Act or Section
20 of the Exchange Act) the Issuers, or the Guarantors to the same extent as the foregoing indemnity from the Issuers and the Guarantors
set forth in section (a) above, but only with reference to information relating to such Holder furnished in writing to the Issuers
by or on behalf of such Holder expressly for use in any Registration Statement. In no event shall any Holder, its directors, officers
or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount
received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds
the sum of: (i) the amount paid by such Holder for such Transfer Restricted Securities plus (ii) the amount of any damages
that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.


 


(c)               
In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section
8(a) or 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against
whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party shall
assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the
payment of all fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity
may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required to assume the defense of such action pursuant
to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such
counsel, except as provided below, shall be at the expense of the Holder). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party has failed to assume the defense of such action or employ counsel reasonably
satisfactory to the indemnified party, or (iii) the named parties to any such action (including any impleaded parties) include
both the indemnified party and the indemnifying party, and the indemnified party has been advised by such counsel that there may
be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party
(in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified
party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Issuers and the Guarantors, in the case of
parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action effected with
(i) its written consent, or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days
after the indemnifying party received a request from the indemnified party for reimbursement for the fees and expenses of counsel
(in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement,
the indemnifying party has failed to comply with such reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is
or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless
such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action, and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.


 






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(d)              
To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect
of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers
and the Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities, or
(ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Issuers and the
Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative
fault of the Issuers and the Guarantors, on the one hand, and of the Holder, on the other hand, 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 such Issuer or such Guarantor, on the one hand, or by the Holder, on the
other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees
or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.


 


Each Issuer, each Guarantor
and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) 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 the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any matter, including any action that could have given
rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the total amount received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer Restricted
Securities plus (ii) the amount of any damages that such Holder has otherwise paid or become liable to pay by reason of any 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 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 8(d) are several in proportion to the respective principal
amount of Transfer Restricted Securities held by each Holder hereunder and not joint.


 









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SECTION
9.           RULE
144A AND RULE 144


 


Each Issuer and each
Guarantor agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in
which such Issuer or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request
of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required
by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under
the Act.


 


SECTION
10.       MISCELLANEOUS


 


(a)               
Remedies. Each Issuer and each Guarantor acknowledges and agrees that any failure by the Issuers and/or the Guarantors
to comply with their respective obligations under Sections 3 and 4 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 Issuers’ and the Guarantors’ obligations under Sections 3 and 4 hereof. The
Issuers and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would
be adequate.


 





(b)              
Free Writing Prospectus. Each Issuer 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) in connection with the issuance and sale of the Initial Notes and the Exchange
Notes, other than (i) any communication pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any
document constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange Notes that falls within
the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act, or (iii) 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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(c)               
No Inconsistent Agreements. Each Issuer and any Guarantor will not, on or after the date of this Agreement, enter
into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. Each Issuer and any Guarantor have not previously entered into, nor is currently
a party to, any agreement granting any registration rights with respect to its securities to any Person that would require such
securities to be included in any Registration Statement filed hereunder. 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 the Issuers’ and the Guarantors’
securities under any agreement in effect on the Closing Date.


 


(d)              
Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers
or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section
10(d)(i), the Issuers have obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and (ii)
in the case of all other provisions hereof, the Issuers have obtained the written consent of Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by any Issuer or any of their
respective Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates
exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and
that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities subject to such Exchange Offer.


 


(e)               
Additional Guarantors. Each Issuer shall cause any of its respective Subsidiaries (as defined in the Indenture) that
becomes, prior to the consummation of the Exchange Offer, a Guarantor in accordance with the terms and provisions of the Indenture
to become a party to this Agreement as a Guarantor.


 


(f)               
Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between
the Issuers and the 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 they may deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.


 


(g)              
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:


 


(i)                
if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar
under the Indenture; and


 






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(ii)              
if to the Issuers or the Guarantors:


 


ARC Properties Operating Partnership, L.P.


Clark Acquisition, LLC


405 Park Avenue


New York, New York 10022


Attention: Nicholas S. Schorsch and Lisa Beeson


Fax: (212) 421-5799


 


 


With a copy to:


 


Proskauer Rose LLP


Eleven Times Square


New York, New York 10036


Attention: Peter M. Fass


Fax: (212) 969-2900


 


 


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 receipt 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.


 


(h)              
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns
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 Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer
Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held
subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted 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, including
the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled
to receive the benefits hereof.


 


(i)                
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.


 


(j)                
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 






    	22



    	 



    

 


(k)              
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


(l)                
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.


 


(m)            
Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter.


 


[Signature Page Follows]


 






    	23



    	 



    

 


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


 


Very truly yours,


 


ARC
Properties Operating Partnership, L.P.


 


By: American
Realty Capital Properties, Inc., its general partner


 





 





	 	By:	/s/ Brian S. Block	 
	 	 	Name: Brian S. Block	 
	 	 	Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary	 
	 	 	 	 
	 	 	 	 
	 	Clark Acquisition, LLC	 
	 	 	 	 
	 	 	By: American Realty Capital Properties, Inc., its sole member	 
	 	 	 	 
	 	By:	/s/ Brian S. Block	 
	 	 	Name: Brian S. Block	 
	 	 	Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary	 
	 	 	 	 
	 	 	 	 
	 	American Realty Capital Properties, Inc.	 
	 	 	 	 
	 	By:	/s/ Brian S. Block	 
	 	 	Name: Brian S. Block	 
	 	 	Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary	 


 


 


 


 


 





[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]







 






    	 



    	 



    

 













	 	Safari Acquisition, LLC	 
	 	 	 	 
	 	 	By: American Realty Capital Properties, Inc., its sole member	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian S. Block	 
	 	 	Name: Brian S. Block	 
	 	 	Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary	 
	 	 	 	 
	 	 	 	 
	 	Tiger Acquisition, LLC	 
	 	 	 	 
	 	 	By: American Realty Capital Properties, Inc., its sole member	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brian S. Block	 
	 	 	Name: Brian S. Block	 
	 	 	Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary	 


 


 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 






    	 



    	 



    

 







 





	 	Barclays Capital INC.	 
	 	Citigroup Global Markets Inc.	 
	 	As representatives of the several Initial Purchasers named in Schedule I of the Purchase Agreement	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By: Barclays Capital INC.	 
	 	 	 
	 	 	 	 
	 	By : 	/s/ Pamela Kendall	 
	 	 	Name: Pamela Kendall	 
	 	 	Title: Director	 
	 	 	 	 
	 	By: Citigroup Global Markets Inc.	 
	 	 	 
	 	 	 	 
	 	By: 	/s/ Auren Kule	 
	 	 	Name: Auren Kule	 
	 	 	Title: Director	 


 


 


[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


 






    	 



    	 



    




 


SCHEDULE I


 


Guarantors


 


American Realty Capital Properties, Inc.


Safari Acquisition, LLC


Tiger Acquisition, LLC


 






    	 



    	 



    

 





ANNEX A


 


 


PLAN OF DISTRIBUTION


 


Each broker−dealer that receives exchange notes for its
own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of
such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker−dealer
in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired
as a result of market−making activities or other trading activities. To the extent any such broker−dealer participates
in the exchange offer, we have agreed that for a period of up to 180 days we will use commercially reasonable efforts to make this
prospectus, as amended or supplemented, available to such broker−dealer for use in connection with any such resale, and will
deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated
by reference in this prospectus as such broker−dealer may reasonably request.


 


We will not receive any proceeds from any sale of exchange notes
by broker−dealers. Exchange notes received by broker−dealers for their own accounts pursuant to the exchange offer
may be sold from time to time in one or more transactions in the over−the−counter market, in negotiated transactions,
through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at
the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any
such broker−dealer or the purchasers of any such exchange notes. Any broker−dealer that resells exchange notes that
were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution
of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit
on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker−dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.


 


We have agreed to pay all expenses incident to the exchange
offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of outstanding notes, including
any broker−dealers, against certain liabilities, including liabilities under the Securities Act.


 


 


 





Annex A-1