“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of ExchangeSecurities for Registrable Securities pursuant to Section 2(a) hereof.     “Exchange Offer Registration” shall mean a registration under the Securities Act effectedpursuant to Section 2(a) hereof.     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement onForm S-4 (or, if applicable, on another appropriate form) and all amendments and supplements tosuch registration statement, in each case including the Prospectus contained therein or deemed apart thereof, all exhibits thereto and any document incorporated by reference therein.     “Exchange Securities” shall mean the senior notes issued by the Company and guaranteed by theGuarantors under the Indenture containing terms identical to the Securities (except that theExchange Securities will not be subject to restrictions on transfer or to any increase in annualinterest rate for failure to comply with this Agreement) and to be offered to Holders of Securitiesin exchange for Securities pursuant to the Exchange Offer.     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under theSecurities Act) prepared by or on behalf of the Company or used or referred to by the Company inconnection with the sale of the Securities or the Exchange Securities.     “Guarantors” shall have the meaning set forth in the preamble and shall also include anyGuarantor’s successors and any Additional Guarantors.     “Holders” shall mean the Initial Purchasers, for so long as they own any RegistrableSecurities, and each of their successors, assigns and direct and indirect transferees who becomeowners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and5 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 July 2, 2008 amongthe Company, the Guarantors and U.S. Bank Corporate Trust Company, as trustee, and as the same maybe amended from time to time in accordance with the terms thereof.     “Initial Purchasers” shall have the meaning set forth in the preamble.
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     “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 ofthe outstanding Registrable Securities; provided that whenever the consent or approval of Holdersof a specified percentage of Registrable Securities is required hereunder, any RegistrableSecurities owned directly or indirectly by the Company or any of its affiliates shall not becounted in determining whether such consent or approval was given by the Holders of such requiredpercentage or amount; and provided, further, that if the Company shall issue any additionalSecurities under the Indenture prior to consummation of the Exchange Offer or, if applicable, theeffectiveness of any Shelf Registration Statement, such additional Securities and the RegistrableSecurities to which this Agreement relates shall be treated together as one class for purposes ofdetermining whether the consent or approval of Holders of a specified percentage of RegistrableSecurities has been obtained.     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.     “Person” shall mean an individual, partnership, limited liability company, corporation, trustor unincorporated organization, or a government or agency or political subdivision thereof.     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulationsof the Securities Act, deemed a part of, a Registration Statement, including any preliminaryprospectus, 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 theRegistrable Securities covered by a Shelf Registration Statement, and by all other amendments andsupplements to such prospectus, and in each case including any document incorporated by referencetherein.     “Purchase Agreement” shall have the meaning set forth in the preamble.     “Registrable Securities” shall mean the Securities; provided that the Securities shall ceaseto be Registrable Securities (i) when a Registration Statement with respect to such Securities hasbecome effective under the Securities Act and such Securities have been exchanged or disposed ofpursuant to such Registration Statement, (ii) such Security is sold pursuant to Rule 144 under theSecurities Act or (iii)when such Securities cease to be outstanding.
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     “Registration Expenses” shall mean any and all expenses incident to performance of orcompliance by the Company and the Guarantors with this Agreement, including without limitation: (i)all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filingfees, (ii) all fees and expenses incurred in connection with compliance with state securities orblue sky laws (including reasonable and documented fees and disbursements of counsel for anyUnderwriters or Holders in connection with blue sky qualification of any Exchange Securities orRegistrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing,word processing, printing and distributing any Registration Statement, any Prospectus and anyamendments or supplements thereto, any underwriting agreements, securities sales agreements orother similar agreements and any other documents relating to the performance of and compliance withthis Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to thequalification of the Indenture under applicable securities laws, (vi) the fees and disbursements ofthe Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and theGuarantors and, in the case of a Shelf Registration Statement, reasonable and documented fees anddisbursements of one counsel for the Holders (which counsel shall be selected by the MajorityHolders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees anddisbursements of the independent public accountants of the Company and the Guarantors, includingthe expenses of any special audits or “comfort” letters required by or incident to the performanceof and compliance with this Agreement, but excluding any and all fees and expenses of counsel tothe Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders andunderwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relatingto the sale or disposition of Registrable Securities by a Holder.     “Registration Statement” shall mean any registration statement of the Company and theGuarantors that covers any of the Exchange Securities or Registrable Securities pursuant to theprovisions 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 ordeemed a part thereof, all exhibits thereto and any document incorporated by reference therein.     “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 Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.
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     “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 of the Company andthe Guarantors that covers all or a portion of the Registrable Securities (but no other securitiesunless approved by a majority of the Holders whose Registrable Securities are to be covered by suchShelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, orany similar rule that may be adopted by the SEC, and all amendments and supplements to suchregistration statement, including post-effective amendments, in each case including the Prospectuscontained therein or deemed a part thereof, all exhibits thereto and any document incorporated byreference therein.     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities bythe Guarantors under the Indenture.     “Staff” shall mean the staff of the SEC.     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time totime.     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.     “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 anUnderwriter for reoffering to the public.     2. Registration Under the Securities Act. (a) To the extent not prohibited by anyapplicable law or applicable interpretations of the Staff, the Company and the Guarantors shall usetheir reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer RegistrationStatement covering an offer to the Holders to exchange all the Registrable Securities for ExchangeSecurities and (ii) to the extent necessary to ensure that the Prospectus contained in any ExchangeOffer Registration Statement is available for sales of
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Registrable Securities by any Participating Broker-Deals, have such Registration Statementremain effective until 180 days after the last Exchange Date for use by one or more ParticipatingBroker-Dealers or such shorter period as will terminate when all Registrable Securities covered bysuch Registration Statement have been sold pursuant thereto. The Company and the Guarantors shallcommence the Exchange Offer promptly after the Exchange Offer Registration Statement is declaredeffective by the SEC and use their reasonable best efforts to complete the Exchange Offer not laterthan 60 days after such effective date.     The Company and the Guarantors shall commence the Exchange Offer by mailing the relatedProspectus, appropriate letters of transmittal and other accompanying documents to each Holderstating, in addition to such other disclosures as are required by applicable law, substantially thefollowing:(i) that the Exchange Offer is being made pursuant to this Agreement and that all RegistrableSecurities 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 Daysfrom the date such notice is mailed) (the “Exchange Dates”); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrueinterest but will not retain any rights under this Agreement, except as otherwise specifiedherein; (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the ExchangeOffer will be required to (A) surrender such Registrable Security, together with theappropriate letters of transmittal, to the institution and at the address (located in theBorough 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 depositaryfor such Registrable Security, in each case prior to the close of business on the lastExchange Date; and (v) that any Holder will be entitled to withdraw its election, not later than the close ofbusiness on the last Exchange Date, by (A) sending to the institution and at the address(located in the Borough of Manhattan, The City of New York) specified in the notice, atelegram, telex, facsimile transmission or letter setting forth the name of such Holder, theprincipal amount of Registrable Securities delivered for exchange and a statement that suchHolder is withdrawing its election to have such Securities exchanged or (B) effecting suchwithdrawal in compliance with the applicable procedures of the depositary for the RegistrableSecurities.
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     As a condition to participating in the Exchange Offer, each Holder will be required torepresent in writing to the Company and the Guarantors prior to the consummation of the ExchangeOffer (which representation may be contained in the letter of transmittal contemplated by theExchange Offer Registration Statement) that (i) any Exchange Securities to be received by it willbe acquired in the ordinary course of its business, (ii) at the time of the commencement of theExchange Offer it is not engaged in, and does not intend to engage in, and has no arrangement orunderstanding with any Person to participate in the distribution (within the meaning of theSecurities 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 theCompany or any Guarantor and (iv) if such Holder is a broker-dealer that will receive ExchangeSecurities for its own account in exchange for Registrable Securities that were acquired as aresult 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 withany resale of such Exchange Securities.     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:(i) accept for exchange Registrable Securities or portions thereof validly tendered and notproperly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securitiesor portions thereof so accepted for exchange by the Company and issue, and cause the Trusteeto promptly authenticate and deliver to each Holder, Exchange Securities in principal amountequal to the principal amount of the Registrable Securities validly tendered by such Holderand accepted for exchange pursuant to the Exchange Offer.     The Company and the Guarantors shall use their reasonable best efforts to complete theExchange Offer as provided above and shall comply with the applicable requirements of theSecurities Act, the Exchange Act and other applicable laws and regulations in connection with theExchange Offer. The Exchange Offer shall not be subject to any conditions, other than that theExchange Offer does not violate any applicable law or applicable interpretations of the Staff.     (b) In the event that (i) the Company and the Guarantors determine that the Exchange OfferRegistration provided for in Section 2(a) above is not available or may not be completed as soon aspracticable after the last Exchange Date because it would violate any applicable law or applicableinterpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by onor prior to the 210th calendar day after the date of this Agreement or (iii) uponreceipt of a written request (a “Shelf Request”) from any Initial Purchaser
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representing that it holds Registrable Securities that are or were ineligible to be exchangedin the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts tocause to be filed as soon as practicable after such determination, date or Shelf Request, as thecase may be, a Shelf Registration Statement providing for the sale of all the RegistrableSecurities by the Holders thereof and to have such Shelf Registration Statement become effective.     In the event that the Company and the Guarantors are required to file a Shelf RegistrationStatement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shalluse their reasonable best efforts to file and have become effective both an Exchange OfferRegistration Statement pursuant to Section 2(a) with respect to all Registrable Securities and aShelf Registration Statement (which may be a combined Registration Statement with the ExchangeOffer Registration Statement) with respect to offers and sales of Registrable Securities held bythe Initial Purchasers after completion of the Exchange Offer.     The Company and the Guarantors agree to use their reasonable best efforts to keep the ShelfRegistration Statement continuously effective for one year or such shorter period that willterminate when all the Registrable Securities covered by the Shelf Registration Statement have beensold pursuant to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Companyand the Guarantors further agree to supplement or amend the Shelf Registration Statement and therelated Prospectus if required by the rules, regulations or instructions applicable to theregistration form used by the Company for such Shelf Registration Statement or by the SecuritiesAct or by any other rules and regulations thereunder or if reasonably requested by a Holder ofRegistrable Securities with respect to information relating to such Holder, and to use theirreasonable best efforts to cause any such amendment to become effective, if required, and suchShelf Registration Statement and Prospectus to become usable as soon as thereafter practicable.The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies ofany such supplement or amendment promptly after its being used or filed with the SEC.     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with anyregistration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay allunderwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relatingto the sale or disposition of such Holder’s Registrable Securities pursuant to the ShelfRegistration Statement.     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not bedeemed to have become effective unless it has been declared effective by the SEC. A ShelfRegistration Statement pursuant to Section 2(b) hereof will not be deemed to have become effectiveunless it has been declared
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effective by the SEC or is automatically effective upon filing with the SEC as provided byRule 462 under the Securities Act.     In the event that either the Exchange Offer is not completed or the Shelf RegistrationStatement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective onor prior to the 210th calendar day after the date of this Agreement (the “TargetRegistration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25%per annum for the first 90-day period immediately following the Target Registration Date and (ii)an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until theExchange Offer is completed or the Shelf Registration Statement, if required hereby, becomeseffective or the Securities become freely tradable under the Securities Act, up to a maximumincrease of 1.00% per annum. In the event that the Company receives a Shelf Request pursuant toSection 2(b)(iii), and the Shelf Registration Statement required to be filed thereby does notbecome effective by the later of December 2, 2008 or (y) 90 days after delivery of such ShelfRequest (such later date, the “Shelf Additional Interest Date”), then the interest rate on theRegistrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payablecommencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% perannum with respect to each subsequent 90-day period, in each case until the Shelf RegistrationStatement becomes effective or the Securities become freely tradable under the Securities Act, upto a maximum increase of 1.00% per annum. Any additional interest on the Registrable Securitiesshall be calculated on the same basis on which base interest is calculated on the Securities underthe Indenture. Any additional interest accrued for any period shall be payable at the relevantinterest payment date for such period under the terms of the Securities and the Indenture.     If the Shelf Registration Statement, if required hereby, has become effective and thereaftereither ceases to be effective or the Prospectus contained therein ceases to be usable, in each casewhether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, andsuch failure to remain effective or usable exists (other than by reason of a Suspension Period) formore than 90 days (whether or not consecutive) in any 12-month period, then the interest rate onthe Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period and(ii) an additional 0.25% per annum with respect to each subsequent 90-day period, commencing on the91st day in such 12-month period and ending on such date that the Shelf RegistrationStatement has again become effective or the Prospectus again becomes usable, up to a maximumincrease of 1.00% per annum. Notwithstanding anything to the contrary in this Agreement, inconnection with a Shelf Registration Statement, additional interest on the Registrable Securitiesshall not accrue and be payable to any Holder if the failure of the Company and/or the Guarantorsto comply with their obligations hereunder is a result of the failure of such Holder to fulfill itsobligations hereunder.
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     Subject to the limitation set forth in the next succeeding paragraph and subject to theprovisions of Section 3 of this Agreement, the Company shall be entitled to delay the initialfiling of the Shelf Registration Statement, suspend its obligation to file any amendment to theShelf Registration Statement, furnish any supplement or amendment to a Prospectus included in theShelf Registration Statement, make any other filing with the SEC that would be incorporated byreference into the Shelf Registration Statement, cause the Shelf Registration Statement to remaineffective or take any similar action (collectively, “Registration Actions”) if there is apossibility that such Registration Action would require (i) disclosure of an event at such time ascould reasonably be expected to have a material adverse effect on the business operations orprospects of the Company or (ii) disclosure of material information relating to a corporatedevelopment involving the Company and its subsidiaries that may require disclosure in the ShelfRegistration Statement and the Board of Directors of the Company determines in the exercise of itsreasonable judgment that such disclosure is not in the best interest of the Company and itsstockholders. Upon the occurrence of any of the conditions described in the foregoing sentence, theCompany shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon thetermination of such condition, the Company shall give prompt notice thereof to the Holders andshall promptly proceed with all Registration Actions that were suspended pursuant to thisparagraph.     The Company may suspend Registration Actions pursuant to the preceding paragraph for oneperiod (each, a “Suspension Period”) not to exceed 90 days during any twelve month period, duringwhich no additional interest shall be payable pursuant to this Section 2(d) as a result thereof. Ifthe Suspension Period exceeds 90 days during any twelve month period, then additional interestshall begin to accrue on 91st day until such Registration Default is cured. The Suspension Periodshall be deemed to begin on the date the Suspension Notice is given to the Holders and shall end onthe date on which the Company gives the Holders a notice that the Suspension Period has terminated.The Company shall extend the Shelf Effectiveness Period by the total number of days during which aSuspension Period was in effect, so long as there are Registrable Securities. Notwithstandinganything to the foregoing, the Company shall at all times use its commercially reasonable effortsto end any Suspension Period at the earliest possible time.     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, theCompany and the Guarantors acknowledge that any failure by the Company or the Guarantors to complywith their obligations under Section 2(a) and Section 2(b) hereof may result in materialirreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedyat law, that it will not be possible to measure damages for such injuries precisely and that, inthe event of any such failure, the Initial Purchasers or any Holder may obtain such relief as maybe required to specifically enforce the Company’s and the
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Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. The increased interestdescribed under paragraph (d) of this Section 2 is the sole and exclusive monetary remedy availableto Holders under this Agreement in the case of a default as described in such paragraph (d).     (f) The Company represents, warrants and covenants that it (including its agents andrepresentatives) will not prepare, make, use, authorize, approve or refer to any Free WritingProspectus.     3. Registration Procedures. (a) In connection with their obligations pursuant toSection 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as soon as practicable(unless otherwise stated below):     (i) prepare and file with the SEC a Registration Statement on the appropriate form under theSecurities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, inthe case of a Shelf Registration, be available for the sale of the Registrable Securities by theHolders thereof and (z) shall comply as to form in all material respects with the requirements ofthe applicable form and include all financial statements required by the SEC to be filed therewith;and use their reasonable best efforts to cause such Registration Statement to become effective andremain 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 eachRegistration Statement as may be necessary to keep such Registration Statement effective for theapplicable period in accordance with Section 2 hereof and cause each Prospectus to be supplementedby any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424under the Securities Act; and keep each Prospectus current during the period described in Section4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers ordealers with respect to the Registrable Securities or Exchange Securities;     (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,to counsel for the Initial Purchasers, to one firm of counsel for such Holders and to eachUnderwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as manycopies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, assuch Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or otherdisposition of the Registrable Securities thereunder; and the Company and the Guarantors consent tothe use of such Prospectus, preliminary prospectus and any amendment or supplement thereto inaccordance with applicable law by each of the Holders of Registrable Securities and any suchUnderwriters in connection with the offering and sale of the Registrable Securities covered by andin the manner described in such Prospectus,
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preliminary prospectus or any amendment or supplement thereto in accordance with applicablelaw;     (iv) use their reasonable best efforts to register or qualify the Registrable Securities underall applicable state securities or blue sky laws of such jurisdictions as any Holder of RegistrableSecurities covered by a Registration Statement shall reasonably request in writing by the time theapplicable Registration Statement becomes effective; cooperate with such Holders in connection withany filings required to be made with the National Association of Securities Dealers, Inc.; and usereasonable best efforts to do any and all other acts and things that may be reasonably necessary oradvisable to enable each Holder to complete the disposition in each such jurisdiction of theRegistrable Securities owned by such Holder; provided that neither the Company nor anyGuarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealerin 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 totaxation in any such jurisdiction if it is not so subject;, or (4) make any changes to itsincorporating or organizational documents or any other agreement between it and its stockholders ormembers, if any;     (v) if the Initial Purchaser holds any Registrable Securities, notify counsel for the InitialPurchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securitiesand counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm suchadvice in writing (1) when a Registration Statement has become effective, when any post-effectiveamendment thereto has been filed and becomes effective and when any amendment or supplement to theProspectus has been filed, (2) of any request by the SEC or any state securities authority foramendments and supplements to a Registration Statement or Prospectus or for additional informationafter the Registration Statement has become effective, (3) of the issuance by the SEC or any statesecurities authority of any stop order suspending the effectiveness of a Registration Statement orthe initiation of any proceedings for that purpose, including the receipt by the Company of anynotice of objection of the SEC to the use of a Shelf Registration Statement or any post-effectiveamendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between theapplicable effective date of a Shelf Registration Statement and the closing of any sale ofRegistrable Securities covered thereby, the representations and warranties of the Company or anyGuarantor contained in any underwriting agreement, securities sales agreement or other similaragreement, if any, relating to an offering of such Registrable Securities cease to be true andcorrect in all material respects or if the Company or any Guarantor receives any notification withrespect to the suspension of the qualification of the Registrable Securities for sale in anyjurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of anyevent during the period a Registration Statement is effective that makes any statement made in suchRegistration Statement or the related
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Prospectus untrue in any material respect or that requires the making of any changes in suchRegistration Statement or Prospectus in order to make the statements therein not misleading and (6)of any determination by the Company or any Guarantor that a post-effective amendment to aRegistration Statement or any amendment or supplement to the Prospectus would be appropriate;     (vi) use their reasonable best efforts to obtain the withdrawal of any order suspending theeffectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolutionof any objection of the SEC pursuant to Rule 401(g)(2), including by promptly filing an amendmentto such Shelf Registration Statement on the proper form, and provide notice promptly to eachHolder of the withdrawal of any such order or such resolution;     (vii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,without charge, at least one conformed copy of each Registration Statement and any post-effectiveamendment 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 RegistrableSecurities to facilitate the timely preparation and delivery of certificates representingRegistrable Securities to be sold and not bearing any restrictive legends and enable suchRegistrable Securities to be issued in such denominations and registered in such names (consistentwith the provisions of the Indenture) as such Holders may reasonably request at least threeBusiness Day 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 bySection 3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC asupplement or post-effective amendment to such Shelf Registration Statement or the relatedProspectus or any document incorporated therein by reference or file any other required document sothat, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers ofthe Registrable Securities, such Prospectus will not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; and the Company and the Guarantors shallnotify the Holders of Registrable Securities to suspend use of the Prospectus as promptly aspracticable after the occurrence of such an event, and such Holders hereby agree to suspend use ofthe Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus tocorrect such misstatement or omission;     (x) a reasonable time prior to the filing of any Registration Statement, any Prospectus, anyamendment to a Registration Statement or amendment or supplement to a Prospectus or of any documentthat is to be incorporated by
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reference into a Registration Statement or a Prospectus after initial filing of a RegistrationStatement, provide copies of such document to the Initial Purchasers and their counsel (and, in thecase 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 Guarantors as shall be reasonablyrequested by the Initial Purchasers or their counsel (and, in the case of a Shelf RegistrationStatement, the Holders of Registrable Securities or their counsel) available for discussion of suchdocument; and the Company and the Guarantors shall not, at any time after initial filing of aRegistration Statement, use or file any Prospectus, any amendment of or supplement to aRegistration Statement or a Prospectus, or any document that is to be incorporated by referenceinto a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel(and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities andtheir counsel) shall not have previously been advised and furnished a copy or to which the InitialPurchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders ofRegistrable Securities or their counsel) shall reasonably object;     (xi) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the casemay 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 theregistration of the Exchange Securities or Registrable Securities, as the case may be; cooperatewith the Trustee and the Holders to effect such changes to the Indenture as may be required for theIndenture 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 berequired to effect such changes and all other forms and documents required to be filed with the SECto enable the Indenture to be so qualified in a timely manner;     (xiii) in the case of a Shelf Registration, make available for inspection by a representativeof the Majority Holders (an “Inspector”), any Underwriter participating in any dispositionpursuant to such Shelf Registration Statement, any attorneys and accountants designated by suchHolders of Registrable Securities to be included in such Shelf Registration and any attorneys (butnot more than one firm of counsel acting for all such Holders) and accountants designated by suchUnderwriter, at reasonable times and in a reasonable manner, all pertinent financial and otherrecords, documents and properties of the Company and its subsidiaries, and cause the respectiveofficers, directors and employees of the Company and the Guarantors to supply all informationreasonably requested by any such Inspector, Underwriter, attorney or accountant to conductreasonable investigation within the meaning of Section 11 of the Securities Act in connection witha Shelf Registration Statement; provided that the foregoing investigation and informationgathering shall be coordinated on
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behalf of such parties by one firm of counsel designated by and on behalf of such parties; andprovided further that each such party shall be required to maintain in confidence and notto disclose to any other person any information or records reasonably designated by the Company orany Guarantor as being confidential, until such time as (A) such information becomes a matter ofpublic record (whether by virtue of its inclusion in such Shelf Registration Statement orotherwise), (B) such person shall be required so to disclose such information pursuant to asubpoena or order of any court or other governmental agency or body having jurisdiction over thematter (subject to the requirements of such order, and only after such person shall have given theCompany prompt prior written notice of such requirement), (C) the disclosure of such information isnecessary in connection with the Holders’ assertion of any claims or actions or with theirestablishment of any defense in an action then pending before a court of competent jurisdiction, or(D) such information is required to be set forth in such Shelf Registration Statement or theprospectus included therein or in an amendment to such Shelf Registration Statement or an amendmentor supplement to such prospectus in order that such Shelf Registration Statement, prospectus,amendment or supplement, as the case may be, complies with applicable requirements of the federalsecurities laws and the rules and regulations of the SEC and does not contain an untrue statementof a material fact or omit to state therein a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of the circumstances thenexisting;     (xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause allRegistrable Securities to be listed on any securities exchange or any automated quotation system onwhich similar securities issued or guaranteed by the Company or any Guarantor are then listed ifrequested by the Majority Holders, to the extent such Registrable Securities satisfy applicablelisting requirements;     (xv) if reasonably requested by any Holder of Registrable Securities covered by a ShelfRegistration Statement, promptly include in a Prospectus supplement or post-effective amendmentsuch information with respect to such Holder as such Holder reasonably requests to be includedtherein and make all required filings of such Prospectus supplement or such post-effectiveamendment promptly after the Company has received notification of the matters to be so included insuch filing;     (xvi) in the case of a Shelf Registration, enter into such customary agreements and take allsuch other actions in connection therewith (including those requested by the Holders of a majorityin principal amount of the Registrable Securities covered by the Shelf Registration Statement) inorder to expedite or facilitate the disposition of such Registrable Securities including, but notlimited to, an Underwritten Offering and in such connection, (1) to the extent possible, make suchrepresentations and warranties to the Holders and any
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Underwriters of such Registrable Securities with respect to the business of the Company andits subsidiaries and the Registration Statement, Prospectus and documents incorporated by referenceor deemed incorporated by reference, if any, in each case, in form, substance and scope as arecustomarily made by issuers to underwriters in underwritten offerings and confirm the same if andwhen required by the applicable underwriting agreement, (2) obtain opinions of counsel to theCompany and the Guarantors (which counsel and opinions, in form, scope and substance, shall bereasonably satisfactory to such Underwriters and their respective counsel) addressed to theUnderwriters of Registrable Securities, covering the matters customarily covered in opinionsrequested in underwritten offerings, (3) obtain “comfort” letters from the independent certifiedpublic accountants of the Company and the Guarantors (and, if necessary, any other certified publicaccountant of any subsidiary of the Company or any Guarantor, or of any business acquired by theCompany or any Guarantor for which financial statements and financial data are or are required tobe included in the Registration Statement) addressed to the 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 financialinformation contained in any preliminary prospectus or Prospectus and (4) deliver such documentsand certificates as may be reasonably requested by the Underwriters, and which are customarilydelivered in underwritten offerings, to evidence the continued validity of the representations andwarranties of the Company and the Guarantors made pursuant to clause (1) above and to evidencecompliance with any customary conditions contained in an underwriting agreement; and     (xvii) so long as any Registrable Securities remain outstanding, cause each AdditionalGuarantor upon the creation or acquisition by the Company of such Additional Guarantor, to executea counterpart to this Agreement in the form attached hereto as Annex A and to deliver suchcounterpart, together with an opinion of counsel as to the enforceability thereof against suchentity, to the Initial Purchasers no later than five Business Days following the execution thereof.     (b) In the case of a Shelf Registration Statement, the Company may require each Holder ofRegistrable Securities to furnish to the Company such information regarding such Holder and theproposed disposition by such Holder of such Registrable Securities as the Company and theGuarantors may from time to time reasonably request in writing. Each Holder agrees that no Holdershall be entitled to sell any such Registrable Securities pursuant to the Shelf RegistrationStatement or to receive a Prospectus relating thereto, unless the Holder has furnished the Companywith the information requested in the preceding sentence. Each such Holder shall notify theCompany as promptly as practicable of any inaccuracy or change in information previously furnishedby such Holder to the Company or of the occurrence of any event in either case as a result of whichany prospectus relating to such Shelf Registration contains or
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would contain an untrue statement of a material fact regarding such Holder, or such Holder’sintended method of disposition of such Securities or omits to state any material fact regardingsuch Holder, or such Holder’s intended method of disposition of such Securities or ExchangeSecurities, as applicable, required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing, and shall promptly furnish tothe Company any additional information required to correct and update any previously furnishedinformation or required so that such prospectus shall not contain, with respect to such Holder, orthe disposition of such Securities or Exchange Securities, as applicable, an untrue statement of amaterial fact or omit to state a material fact required to be stated therein or necessary to makethe statements therein not misleading in light of the circumstances then existing.     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securitiescovered in such Shelf Registration Statement agrees that, upon receipt of any notice from theCompany and the Guarantors of the happening of any event of the kind described in Section3(a)(v)(2), (3), (5) or (6) hereof or upon receipt of notice with respect to a Suspension Period,such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the ShelfRegistration Statement until such Holder’s receipt of the copies of the supplemented or amendedProspectus contemplated by Section 3(a)(ix) hereof, or until it is advised in writing by theCompany that the use of the Prospectus may be resumed and, if so directed by the Company and theGuarantors, such Holder will deliver to the Company and the Guarantors all copies in itspossession, other than permanent file copies then in such Holder’s possession, of the Prospectuscovering such Registrable Securities that is current at the time of receipt of such notice.     (d) If the Company and the Guarantors shall give any notice pursuant to Sections 3(a)(v)hereof to suspend the disposition of Registrable Securities pursuant to a Registration Statement,the Company and the Guarantors shall extend the period during which such Registration Statementshall be maintained effective pursuant to this Agreement by the number of days equal to the numberof days in the period from and including the date of the giving of such notice to and including thedate when the Holders of such Registrable Securities shall have received copies of the supplementedor amended Prospectus necessary to resume such dispositions. The Company and the Guarantors maygive any such notice only twice during any 365-day period and any such suspensions shall not exceed75 days for each suspension and there shall not be more than two suspensions in effect during any365-day period.     (e) The Holders of a majority of the outstanding aggregate principal amount of RegistrableSecurities covered by a Shelf Registration Statement shall be entitled to give the Company awritten request requesting that the sale of Registrable Securities covered by such registrationstatement be made in an Underwritten Offering, subject to the prior written consent of the Company
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(which shall not be unreasonably withheld or delayed). In any such Underwritten Offering, theinvestment bank or investment banks and manager or managers (each an “Underwriter”) that willadminister the offering will be selected by the Holders of a majority of the outstanding aggregateprincipal amount of the Registrable Securities included in such offering, subject to the consent ofthe Company (not to be unreasonably withheld). Such Holders shall be responsible for allunderwriting commissions and discounts in connection therewith. No Holder of RegistrableSecurities may participate in any Underwritten Offering unless such Holder (i) agrees to sell suchHolder’s Registrable Securities on the basis provided in any underwriting arrangements approved bythe Persons entitled hereunder to approve such arrangements and (ii) completes and executes allquestionnaires, powers of attorney, indemnities, underwriting agreements and other documentsrequired under the terms of such underwriting arrangements.     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken theposition that any broker-dealer that receives Exchange Securities for its own account in theExchange Offer in exchange for Securities that were acquired by such broker-dealer as a result ofmarket-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 therequirements of the Securities Act in connection with any resale of such Exchange Securities.     The Company and the Guarantors understand that it is the Staff’s position that if theProspectus contained in the Exchange Offer Registration Statement includes a plan of distributioncontaining a statement to the above effect and the means by which Participating Broker-Dealers mayresell the Exchange Securities, without naming the Participating Broker-Dealers or specifying theamount of Exchange Securities owned by them, such Prospectus may be delivered by ParticipatingBroker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy theirprospectus delivery obligation under the Securities Act in connection with resales of ExchangeSecurities for their own accounts, so long as the Prospectus otherwise meets the requirements ofthe Securities Act.     (b) In light of the above, and notwithstanding the other provisions of this Agreement, theCompany and the Guarantors agree to use their reasonable best efforts to amend or supplement theProspectus contained in the Exchange Offer Registration Statement for a period ending on theearlier of (i) up to 180 days after the last Exchange Date (as such period may be extended pursuantto Section 3(d) of this Agreement) and (ii) the date on which a Participating Broker-Dealer is nolonger required to deliver a prospectus in connection with market-making or other tradingactivities, if requested by the Initial Purchaser or by one or more Participating Broker-Dealers,in order to expedite or facilitate the disposition of any Exchange Securities by ParticipatingBroker-Dealers
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consistent with the positions of the Staff recited in Section 4(a) above. The Company and theGuarantors further agree that Participating Broker-Dealers shall be authorized to deliver suchProspectus (or, to the extent permitted by law, make available) during such period in connectionwith the resales contemplated by this Section 4. The Participating Broker-Dealers shall not beauthorized by the Company to deliver and shall not deliver such Prospectus after such period inconnection with the resales contemplated by this Section 4.     (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holderwith respect to any request that they may make pursuant to Section 4(b) above.     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly andseverally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, theirrespective affiliates, directors and officers and each Person, if any, who controls any InitialPurchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act, from and against any and all losses, claims, damages and liabilities (including,without limitation, legal fees and other expenses incurred in connection with any suit, action orproceeding or any claim asserted, as such fees and expenses are reasonably incurred and properlydocumented), joint or several, that arise out of, or are based upon, (1) any untrue statement oralleged untrue statement of a material fact contained in any Registration Statement or any omissionor alleged omission to state therein a material fact required to be stated therein or necessary inorder to make the statements therein not misleading, or (2) any untrue statement or alleged untruestatement of a material fact contained in any Prospectus, any Free Writing Prospectus used inviolation of this Agreement, when taken together with the Prospectus, or any omission or allegedomission to state therein a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading, in each case except insofaras such losses, claims, damages or liabilities arise out of, or are based upon, any untruestatement or omission or alleged untrue statement or omission made in reliance upon and inconformity with any information relating to any Initial Purchaser or information relating to anyHolder 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 bySection 3, the Company and the Guarantors, jointly and severally, will also indemnify theUnderwriters, if any, selling brokers, dealers and similar securities industry professionalsparticipating in the distribution, their respective affiliates and each Person who controls suchPersons (within the meaning of the Securities Act and the Exchange Act) to the same extent asprovided above with respect to the indemnification of the Holders, if requested in connection withany Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.
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     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Companyand the Guarantors, each officer of the Company and the Guarantors who signed the RegistrationStatement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaserand any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but onlywith 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 andin conformity with any information relating to such Holder furnished to the Company in writing bysuch Holder expressly for use in any Registration Statement and any 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 indemnificationmay 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 “IndemnifyingPerson”) in writing; provided that the failure to notify the Indemnifying Person shall notrelieve it from any liability that it may have under this Section 5 except to the extent that ithas been materially prejudiced (through the forfeiture of substantive rights or defenses) by suchfailure; and provided, further, that the failure to notify the Indemnifying Personshall not relieve it from any liability that it may have to an Indemnified Person otherwise thanunder this Section 5. If any such proceeding shall be brought or asserted against an IndemnifiedPerson and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shallretain one counsel (in addition to one local counsel in each jurisdiction) reasonably satisfactoryto the Indemnified Person to represent the Indemnified Person and any others entitled toindemnification pursuant to this Section 5 that the Indemnifying Person may designate in suchproceeding and shall pay the fees and expenses of such proceeding and shall pay the fees andexpenses of such counsel related to such proceeding, as incurred. In any such proceeding, anyIndemnified Person shall have the right to retain its own counsel, but the fees and expenses ofsuch counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Personand the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Personhas failed within a reasonable time to retain counsel reasonably satisfactory to the IndemnifiedPerson; (iii) the Indemnified Person shall have reasonably concluded that there may be legaldefenses available to it that are different from or in addition to those available to theIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleadedparties) include both the Indemnifying Person and the Indemnified Person and representation of bothparties by the same counsel would be inappropriate due to actual or potential differing interestsbetween them. It is understood and agreed that the Indemnifying Person shall not, in connectionwith any proceeding or related proceeding in the same
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jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition toany local counsel) for all Indemnified Persons, and that all such fees and expenses shall bereimbursed as they are reasonably incurred. Any such separate firm (x) for any Initial Purchaser,its affiliates, directors and officers and any control Persons of such Initial Purchaser shall bedesignated in writing by the Representatives, (y) for any Holder, its directors and officers andany 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 shallnot be liable for any settlement of any proceeding effected without its written consent, but ifsettled with such consent or if there be a final judgment for the plaintiff, the IndemnifyingPerson agrees to indemnify each Indemnified Person from and against any loss or liability by reasonof such settlement or judgment. Notwithstanding the foregoing sentence, if at any time anIndemnified Person shall have requested that an Indemnifying Person reimburse the IndemnifiedPerson for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Personshall be liable for any settlement of any proceeding effected without its written consent if (i)such settlement is entered into more than 45 days after receipt by the Indemnifying Person of suchrequest, (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person inaccordance with such request prior to the date of such settlement and (iii) the Indemnified Personshall have given at least 30 days prior written notice of its intention to settle. No IndemnifyingPerson shall, without the written consent of the Indemnified Person, effect any settlement of anypending or threatened proceeding in respect of which any Indemnified Person is or could have been aparty and indemnification could have been sought hereunder by such Indemnified Person, unless suchsettlement (A) includes an unconditional release of such Indemnified Person, in form and substancereasonably satisfactory to such Indemnified Person, from all liability on claims that are thesubject matter of such proceeding and (B) does not include any statement as to or any admission offault, 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 anIndemnified Person or insufficient in respect of any losses, claims, damages or liabilitiesreferred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifyingsuch Indemnified Person thereunder, shall contribute to the amount paid or payable by suchIndemnified Person as a result of such losses, claims, damages or liabilities (i) in suchproportion as is appropriate to reflect the relative benefits received by the Company and theGuarantors from the offering of the Securities and the Exchange Securities, on the one hand, and bythe 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 applicablelaw, in such proportion as is appropriate to reflect not only the relative benefits referred to inclause (i) but also the relative fault of the Company and the Guarantors on the one hand and theHolders on the other in connection with the
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statements or omissions that resulted in such losses, claims, damages or liabilities, as well asany other relevant equitable considerations. The relative fault of the Company and the Guarantorson the one hand and the Holders on the other shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by the Company and theGuarantors or by the Holders and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission.     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitableif contribution pursuant to this Section 5 were determined by prorata allocation(even if the Holders were treated as one entity for such purpose) or by any other method ofallocation 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 tothe limitations set forth above, any legal or other expenses reasonably incurred by suchIndemnified Person in connection with any such action or claim. Notwithstanding the provisions ofthis Section 5, in no event shall a Holder be required to contribute any amount in excess of theamount by which the total price at which the Securities or Exchange Securities sold by such Holderexceeds the amount of any damages that such Holder has otherwise been required to pay by reason ofsuch untrue or alleged untrue statement or omission or alleged omission. No Person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled 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 in proportion to therespective principal amount of the Registrable Securities held by each Holder hereunder and notjoint.     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit anyrights 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 remainoperative 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 Personcontrolling any Initial Purchaser or any Holder, or by or on behalf of the Company or theGuarantors or the officers or directors of or any Person controlling the Company or the Guarantors,(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securitiespursuant to a Shelf Registration Statement.     6. General.
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     (a) *No Inconsistent Agreements.*The Company and the Guarantors represent, warrant and agreethat (i) the rights granted to the Holders hereunder do not in any way conflict with and are notinconsistent with the rights granted to the holders of any other outstanding securities issued orguaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Companynor any Guarantor has entered into, or on or after the date of this Agreement will enter into, anyagreement that is inconsistent with the rights granted to the Holders of Registrable Securities inthis Agreement or otherwise conflicts with the provisions hereof.     (b) *Amendments and Waivers.*The provisions of this Agreement, including the provisions ofthis sentence, may not be amended, modified or supplemented, and waivers or consents to departuresfrom the provisions hereof may not be given unless the Company and the Guarantors have obtained thewritten consent of Holders of at least a majority in aggregate principal amount of the outstandingRegistrable Securities affected by such amendment, modification, supplement, waiver or consent;provided that no amendment, modification, supplement, waiver or consent to any departurefrom the provisions of Section 5 hereof shall be effective as against any Holder of RegistrableSecurities 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 byeach of the parties hereto.     (c) *Notices.*All notices and other communications provided for or permitted hereunder shallbe made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courierguaranteeing overnight delivery (i) if to a Holder, at the most current address given by suchHolder to the Company by means of a notice given in accordance with the provisions of this Section6(c), which address initially is, with respect to the Initial Purchasers, the address set forth inthe Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’saddress set forth in the Purchase Agreement and thereafter at such other address, notice of whichis given in accordance with the provisions of this Section 6(c); and (iii) to such other persons attheir respective addresses as provided in the Purchase Agreement and thereafter at such otheraddress, notice of which is given in accordance with the provisions of this Section 6(c). All suchnotices 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, ifmailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on thenext Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies ofall such notices, demands or other communications shall be concurrently delivered by the Persongiving 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 uponthe successors, assigns and transferees of each of the
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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 PurchaseAgreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securitiesin any manner, whether by operation of law or otherwise, such Registrable Securities shall be heldsubject to all the terms of this Agreement, and by taking and holding such Registrable Securitiessuch Person shall be conclusively deemed to have agreed to be bound by and to perform all of theterms and provisions of this Agreement and such Person shall be entitled to receive the benefitshereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liabilityor obligation to the Company or the Guarantors with respect to any failure by a Holder to complywith, 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 theagreements made hereunder between the Company and the Guarantors, on the one hand, and the InitialPurchasers, on the other hand, and shall have the right to enforce such agreements directly to theextent it deems such enforcement necessary or advisable to protect its rights or the rights ofother Holders hereunder.     (f) *Counterparts.*This Agreement may be executed in any number of counterparts and by theparties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal 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 apart of this Agreement and shall not limit or otherwise affect the meaning hereof.     (h) *Governing Law.*This Agreement shall be governed by and construed in accordance with thelaws of the State of New York.     (j) *Entire Agreement; Severability.*This Agreement contains the entire agreement between theparties relating to the subject matter hereof and supersedes all oral statements and prior writingswith respect thereto. If any term, provision, covenant or restriction contained in this Agreementis held by a court of competent jurisdiction to be invalid, void or unenforceable or against publicpolicy, the remainder of the terms, provisions, covenants and restrictions contained herein shallremain in full force and effect and shall in no way be affected, impaired or invalidated. TheCompany, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations toreplace the invalid, void or unenforceable provisions with valid provisions the economic effect ofwhich comes as close as possible to that of the invalid, void or unenforceable provisions.
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.           LENDER PROCESSING SERVICES,  INC.                    By:   /s/ Jennifer Alvarado           Name: Jennifer Alvarado    Title: Senior Vice President and Treasurer     A.S.A.P. Legal Publication Services, Inc.  Aptitude Solutions, Inc.  Arizona Sales and Posting, Inc.  Chase Vehicle Exchange, Inc.  DOCX, LLC  Espiel, Inc.  Fidelity National Loan Portfolio Services, Inc.  Fidelity National Agency Sales and Posting  Fidelity National Loan Portfolio Solutions, LLC  Financial Systems Integrators, Inc.  FIS Asset Management Solutions, Inc.  FIS Capital Markets, LLC  FIS Data Services, Inc.  FIS Field Services, Inc.  FIS Flood Services, L.P.  FIS Foreclosure Solutions, Inc.  FIS Tax Services, Inc. f/k/a Fidelity National Tax  Services, Inc.  FIS Valuation Solutions, LLC f/k/a Hansen Quality, LLC  FNIS Flood Group, LLC  FNIS Flood of California, LLC  FNIS Intellectual Property Holdings, Inc.  FNIS Services, Inc.  Geotrac, Inc.  Indiana Residential Nominee Services, LLC  Investment Property Exchange Services, Inc.  Lender’s Service Title Agency, Inc.  LPS IP Holding Company, LLC  LPS Management, LLC  LRT Record Services, Inc.  LSI Alabama, LLC  LSI Appraisal, LLC  LSI Maryland, Inc.
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     LSI Title Agency, Inc.  LSI Title Company  LSI Title Company of Oregon, LLC  LSI Title Insurance Agency of Utah, Inc.  Maine Residential Nominee Services, LLC  Massachusetts Residential Nominee Services, LLC  McDash Analytics LLC  National Residential Nominee Services Inc.  National Safe Harbor Exchanges  NewInvoice, L.L.C.  OnePointCity, L.L.C.  Residential Lending Services, Inc.  SoftPro, LLC  Strategic Property Investments, Inc.  Vermont Residential Nominee Services, LLC     as Guarantors                    By:   /s/ Jennifer Alvarado           Title: Senior Vice President and Treasurer
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     Very truly yours,     J.P. Morgan Securities Inc., onbehalf of itself and the several initialpurchasers     By: J.P. Morgan Securities Inc.     By: /s/ Stathis Karanikolaidis       Name: Stathis Karanikolaidis  Title: Vice President  
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