sttmarch2020notesregistr






                                                                                              REGISTRATION RIGHTS AGREEMENT          This REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2020   (this “Agreement”), is entered into by and among State Street Corporation, a   Massachusetts corporation (the “Company”), and Morgan Stanley & Co. LLC, BofA   Securities, Inc. and Wells Fargo Securities, LLC, as representatives (the  “Representatives”) of the initial purchasers set forth on Schedule 1 to the Purchase   Agreement (as defined herein) (the “Initial Purchasers”).          The Company and the Representatives are parties to the Purchase Agreement   dated March 26, 2020 (the “Purchase Agreement”), which provides for the sale by the   Company to the Initial Purchasers of $750,000,000 in principal amount of the Company’s   Fixed-to-Floating Rate Senior Notes due 2023 (the “2023 Notes”), $500,000,000 in   principal amount of the Company’s Fixed-to-Floating Rate Senior Notes due 2026 (the   “2026 Notes”) and $500,000,000 in principal amount of the Company’s Fixed-to-  Floating Rate Senior Notes due 2031 (the “2031 Notes” and, together with the 2023   Notes and the 2026 Notes, the “Securities”). The Securities will be issued by the   Company under an indenture (the “Original Indenture”) dated as of October 31, 2014,   between the Company and U.S. Bank National Association, as trustee, as supplemented   by the first supplemental indenture dated as of May 8, 2017 and the second supplemental  indenture dated as of the date hereof, in each case between the Company and the Trustee  (the first and second supplemental indentures together with the Original Indenture, the  “Indenture”).           As an inducement to the Initial Purchasers to enter into the Purchase Agreement,   the Company has agreed to provide for the Initial Purchasers and their direct and indirect   transferees to receive 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 6(g) of the Purchase Agreement.          In consideration of the foregoing, the parties hereto agree as follows:          1. Definitions.  As used in this Agreement, the following capitalized defined   terms shall have the following meanings:          “2023 Notes” shall have the meaning set forth in the preamble.           “2026 Notes” shall have the meaning set forth in the preamble.           “2031 Notes” shall have the meaning set forth in the preamble.           “Agreement” shall have the meaning set forth in the preamble.          “Business Day” shall mean any day that is not a Saturday, Sunday or other day on   which commercial banks in New York City, New York or Boston, Massachusetts are   authorized or required by law to remain closed.  For purposes of this Agreement, if the   day on which any deadline specified in this Agreement expires is not a Business Day,   such deadline shall be deemed to expire on the next succeeding Business Day.       





 






         “Closing Date” shall have the meaning set forth in the Purchase Agreement.          “Company” shall have the meaning set forth in the preamble.          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended  from time to time.         “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.         “Exchange Offer” shall mean the exchange offer of Exchange Securities for  Registrable Securities pursuant to Section 2(a) hereof.         “Exchange Offer Registration” shall mean a registration under the Securities Act  effected pursuant to Section 2(a) hereof.         “Exchange Offer Registration Statement” shall mean an exchange offer  registration statement on Form S-4 (or, if applicable, on another appropriate form) and all  amendments and supplements to such registration statement, in each case including the  Prospectus contained therein or deemed a part thereof, all exhibits thereto and any  document incorporated by reference therein.         “Exchange Securities” shall mean senior unsecured notes issued by the Company  under the Indenture containing terms identical to the Registrable Securities (except that  such notes will be registered under the Securities Act and the transfer restrictions,  registration rights and additional annual interest rate for failure to comply with this  Agreement applicable to the Registrable Securities will not apply to such notes) and to be  offered to Holders of Registrable Securities in exchange for Securities pursuant to the  Exchange Offer.         “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.         “Free Writing Prospectus” shall mean each free writing prospectus (as defined in  Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or  referred to by the Company in connection with the offer and sale of the Securities or the  Exchange Securities.         “Holder Notice” shall have the meaning set forth in Section 2(b) hereof.         “Holders” shall mean the Initial Purchasers, for so long as they own any  Registrable Securities, and each of their successors, assigns and direct and indirect  transferees who become owners of Registrable Securities under the Indenture; provided  that for purposes of Sections 4 and 6 hereof, 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.                                      -2-   





 






         “Indenture” shall have the meaning set forth in the preamble.          “Initial Purchasers” shall have the meaning set forth in the preamble.         “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.         “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.         “Majority Holders” shall mean the Holders of a majority of the aggregate  principal amount of the outstanding Registrable Securities; provided that whenever the  consent or approval of Holders of a specified percentage of Registrable Securities is  required hereunder, any Registrable Securities owned directly or indirectly by the  Company or any of its affiliates shall not be counted in determining whether such consent  or approval was given by the Holders of such required percentage or amount; and  provided, further, that if the Company shall issue any additional Securities under the  Indenture prior to consummation of the Exchange Offer or, if applicable, the  effectiveness of any Shelf Registration Statement, such additional Securities and the  Registrable Securities to which this Agreement relates shall be treated together as one  class for purposes of determining whether the consent or approval of Holders of a  specified percentage of Registrable Securities has been obtained.         “Original Indenture” shall have the meaning set forth in the preamble.          “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a)  hereof.         “Person” shall mean an individual, partnership, limited liability company,  corporation, trust or unincorporated organization, or a government or agency or political  subdivision thereof.         “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and  regulations of the Securities Act, deemed a part of, a Registration Statement, including (i)  any preliminary prospectus and (ii) any such prospectus as amended or supplemented by  any prospectus supplement, including a prospectus supplement with respect to the terms  of the offering of any portion of the Registrable Securities covered by a Shelf  Registration Statement, and by all other amendments and supplements to such  prospectus, and in each case including any document incorporated by reference therein.         “Purchase Agreement” shall have the meaning set forth in the preamble.         “Registrable Securities” shall mean the Securities; provided that any Securities  shall cease to be Registrable Securities (i) when a Registration Statement with respect to  such Securities has become effective under the Securities Act and the Securities have  been exchanged, disposed of or distributed pursuant to such Registration Statement, (ii)  when such Securities cease to be outstanding or (iii) when the Exchange Offer is  consummated, except in the case of Securities that otherwise remain Registrable  Securities that are held by a Holder that was ineligible to participate in the Exchange                                     -3-   





 






     Offer or participated in the Exchange Offer and did not receive fully tradable Exchange  Securities pursuant to the Exchange Offer.          “Registration Expenses” shall mean any and all expenses incident to performance   of or compliance by the Company with this Agreement, including without limitation: (i)   all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses   incurred by the Company in connection with compliance with state securities or blue sky   laws (including reasonable fees and disbursements of one firm of counsel for any   Underwriters or Holders in connection with blue sky qualification of any Exchange   Securities or Registrable Securities, which firm shall be selected by the Underwriters or   the Majority Holders), (iii) the costs incident to the preparing, word processing, printing   and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus   and any amendments or supplements thereto, any underwriting agreements, securities   sales agreements or other similar agreements, and any other documents relating to the  performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all  fees and disbursements relating to the qualification of the Indenture under applicable  securities laws, (vi) the reasonable fees and disbursements of the Trustee, (vii) the  reasonable fees and disbursements of counsel for the Company and, in the case of a Shelf  Registration Statement, the reasonable fees (not to exceed $50,000) and disbursements of  one counsel for the Holders (which counsel shall be Cravath, Swaine & Moore LLP) and  (viii) the fees and disbursements of the independent public accountants of the Company,  including the expenses of any “comfort” letters required by or incident to the  performance of and compliance with this Agreement, but excluding any or all fees and  expenses of advisors or counsel to any Underwriters (other than fees and expenses set   forth in clause (ii) above) or the Holders, any underwriting discounts and commissions,   and any brokerage commissions and transfer taxes, if any, relating to the sale or   disposition of Registrable Securities by a Holder.          “Registration Statement” shall mean any registration statement that covers any of   the Exchange Securities or Registrable Securities pursuant to the provisions of this   Agreement and all amendments and supplements to any such registration statement,   including post-effective amendments, in each case including the Prospectus contained   therein or deemed a part thereof, all exhibits thereto and any document incorporated by   reference therein.          “Representatives” shall have the meaning set forth in the preamble.            “SEC” shall mean the United States Securities and Exchange Commission.          “Securities” shall have the meaning set forth in the preamble.          “Securities Act” shall mean the Securities Act of 1933, as amended from time to   time.          “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d)   hereof.                                       -4-    





 






           “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 that   covers all or a portion of the Registrable Securities (but no other securities unless   approved by a majority of the Holders whose Registrable Securities are to be covered by   such Shelf Registration Statement) on an appropriate form under Rule 415 under the   Securities Act, or any similar rule that may be adopted by the SEC, and all amendments   and supplements to such registration statement, including post-effective amendments, in   each case including the Prospectus contained therein or deemed a part thereof, all exhibits   thereto and any document incorporated by reference therein.          “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.          “Staff” shall mean the staff of the SEC.          “Target Registration Date” shall mean the date which is 366 days from the   Closing Date.          “Trigger 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 to time.          “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 an Underwriter for reoffering to the public.          2. Registration under the Securities Act.          (a) To the extent not prohibited by any applicable law or applicable   interpretations of the Staff, the Company shall use its reasonable best efforts to (x) cause   to be filed an Exchange Offer Registration Statement covering an offer to the Holders to   exchange all outstanding Registrable Securities for Exchange Securities and (y) cause   such Registration Statement to remain effective until 180 days after the date the   Exchange Offer Registration Statement became effective for use by one or more   Participating Broker-Dealers.  The Company shall cause the Exchange Offer to be  commenced promptly after the Exchange Offer Registration Statement is declared  effective by the SEC and use its reasonable best efforts to cause the Exchange Offer to be  completed no later than the Target Registration Date.                                       -5-    





 






         The Company shall cause the Exchange Offer to be commenced by mailing or  making available the related Prospectus, appropriate letters of transmittal and other  accompanying documents to each Holder stating, in addition to such other disclosures as  are required by applicable law, substantially the following:               (i) that the Exchange Offer is being made pursuant to this Agreement and       that all Registrable Securities validly tendered and not properly withdrawn will be       accepted for exchange, except to the extent not permitted by law, applicable        interpretations of the Staff or as otherwise contemplated in this Agreement;               (ii) the dates of acceptance for exchange (which shall be a period of at        least 20 Business Days (in accordance with the Exchange Act) from the date such        notice is mailed or made available) (the “Exchange Dates”);               (iii) that any Registrable Security not tendered will remain outstanding        and continue to accrue interest but will not retain any rights under this Agreement,        except as otherwise specified herein;               (iv) that any Holder electing to have a Registrable Security exchanged        pursuant to the Exchange Offer will be required to (A) surrender such Registrable        Security, together with the appropriate letters of transmittal, to the institution and        at the address and in the manner specified in the notice, or (B) effect such        exchange otherwise in compliance with the applicable procedures of the        depositary for such Registrable Security, in each case prior to the close of        business on the last Exchange Date; and               (v) that any Holder will be entitled to withdraw its election, not later than        the close of business on the last Exchange Date, by effecting such withdrawal in        compliance with the applicable procedures of the institution as shall be set forth in        the letter(s) of transmittal and in compliance with the applicable procedures of the        depositary for the Registrable Securities.         As a condition to participating in the Exchange Offer, a Holder will be required to  represent to the Company that (I) any Exchange Securities to be received by it will be  acquired in the ordinary course of its business, (II) at the time of the commencement of  the Exchange Offer it is not engaged in, and does not intend to engage in, and it has no  arrangement or understanding with any Person to participate in, the distribution (within  the meaning of the Securities Act) of the Exchange Securities in violation of the  Securities Act, (III) it is not an “affiliate” (as defined in Rule 405 under the Securities  Act) of the Company or, if it is such an “affiliate,” such Holder will comply with the  prospectus delivery requirements of the Securities Act to the extent applicable in  connection with any resale of the Exchange Securities and (IV) if such Holder is a  broker-dealer that will receive Exchange Securities for its own account in exchange for  Registrable Securities that were acquired as a result of market making or other trading  activities, then such Holder will comply with the prospectus delivery requirements of the  Securities Act, to the extent applicable, in connection with any resale of the Exchange  Securities.  Each Holder hereby acknowledges and agrees that any broker-dealer and any                                     -6-   





 






     such Holder using the Exchange Offer to participate in a distribution of the securities to   be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date   of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co.,   Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,   1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and   similar no-action letters, and (2) must comply with the registration and prospectus   delivery requirements of the Securities Act in connection with a secondary resale   transaction and that such a secondary resale transaction should 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 if the resales are of Exchange Securities   obtained by such Holder in exchange for Registrable Securities acquired by such Holder   directly from the Company.          As soon as practicable after the last Exchange Date, the Company shall:                (i) cause the Registrable Securities or portions thereof validly tendered and         not properly withdrawn pursuant to the Exchange Offer to be accepted for         exchange;                (ii) cause all Registrable Securities or portions thereof so accepted for        exchange to be delivered to the Trustee for cancellation;                (iii) issue Exchange Securities equal in principal amount to the principal         amount of the Registrable Securities validly tendered by such Holder; and                (iv) cause the Trustee to promptly authenticate and deliver to each Holder         such Exchange Securities.          The Company shall use its reasonable best efforts to cause the Exchange Offer to  be completed as provided above and shall comply with the applicable requirements of the  Securities Act, the Exchange Act and other applicable laws and regulations in connection  with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions,  other than that the Exchange Offer does not violate any applicable law or applicable  interpretations of the Staff and customary conditions relating to the delivery of Securities  or other actions customarily taken by Holders participating in the Exchange Offer or the  execution and delivery of customary documentation relating to the Exchange Offer.          (b) In the event that (i) the Company determines that the Exchange Offer   Registration provided for in Section 2(a) hereof is not available or may not be completed   as soon as practicable after the last Exchange Date because it would violate any   applicable law or applicable interpretations of the Staff, (ii) a Holder participating in the   Exchange Offer does not receive Exchange Securities on the date of the exchange that   may be sold without restriction under state and federal securities laws (other than due   solely to the status of such Holder as an affiliate of the Company within the meaning of   the Securities Act) and notifies (a “Holder Notice”) the Company within 30 days after   such Holder first becomes aware of such restrictions, (iii) the Exchange Offer, for any   other reason, is not completed by the Target Registration Date or (iv) the Company                                      -7-    





 






     receives a written request (a “Shelf Request”) from any Initial Purchaser representing that   it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange   Offer, the Company shall use its reasonable best efforts to cause to be filed, as soon as   practicable after the date of such determination, Holder Notice or Shelf Request, as the   case may be, a Shelf Registration Statement providing for the sale of all the Registrable   Securities by the Holders thereof and to have such Shelf Registration Statement become   effective.          In the event that the Company is required to file a Shelf Registration Statement   pursuant to clause (iii) or (iv) of the preceding sentence, the Company shall use its   reasonable best efforts to cause to be filed and become effective both an Exchange Offer  Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable  Securities and a Shelf Registration Statement (which may be a combined Registration  Statement with the Exchange Offer Registration Statement) with respect to offers and  sales of Registrable Securities held by the Initial Purchasers, if any, after completion of  the Exchange Offer.          The Company agrees to use its reasonable best efforts to keep the Shelf   Registration Statement continuously effective for a period of one year from the effective   date of such Shelf Registration Statement or such shorter period that will terminate when   all of the Securities covered by the Shelf Registration Statement cease to be Registrable   Securities (the “Shelf Effectiveness Period”).  The Company further agrees to supplement   or amend the Shelf Registration Statement, the related Prospectus and any Free Writing   Prospectus if required by the rules, regulations or instructions applicable to the   registration form used by the Company for such Shelf Registration Statement or by the   Securities Act or by any other rules and regulations thereunder or if reasonably requested   by a Holder of Registrable Securities with respect to information relating to such Holder,   and to use its reasonable best efforts to cause any such amendment to become effective, if   required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus,   as the case may be, to become usable as soon as thereafter practicable.  The Company   agrees to furnish to the Holders of Registrable Securities registered on such Shelf   Registration Statement copies of any such supplement or amendment promptly after its   being used or filed with the SEC.          (c) The Company shall pay all Registration Expenses in connection with any   registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all   underwriting discounts and commissions, brokerage commissions and transfer taxes, if   any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to   any Shelf Registration Statement.         (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof   will not be deemed to have become effective unless it has been declared effective by the   SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed   to have become effective unless it has been declared effective by the SEC or is   automatically effective upon filing with the SEC as provided by Rule 462 under the   Securities Act.                                       -8-    





 






           In the event that either the Exchange Offer is not completed by the Target   Registration Date or the Shelf Registration Statement, if required pursuant to Sections   2(b)(i) or 2(b)(iii) hereof, is not effective by the Target Registration Date, the interest rate   on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90- day period immediately following such date and (ii) an additional 0.25% per annum with  respect to each subsequent 90-day period, in each case until the Exchange Offer is  completed or the Shelf Registration Statement, if required hereby, becomes effective, up  to a maximum total increase of 0.50% per annum. In the event that the Company receives  a Holder Notice or Shelf Request pursuant to Sections 2(b)(ii) or 2(b)(iv) hereof, and the  Shelf Registration Statement required to be filed thereby has not become effective by the  later of (x) the Target Registration Date or (y) 90 days after delivery of such Holder  Notice or Shelf Request (such later date, the “Shelf Additional Interest Date”), then the   interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for   the first 90-day period payable commencing from one day after the Shelf Additional   Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-  day period, in each case until the Shelf Registration Statement becomes effective, up to a   maximum total increase of 0.50% per annum.          If the Shelf Registration Statement, if required hereby, is effective and thereafter   either ceases to be effective or the Prospectus contained therein ceases to be usable, in   each case whether or not permitted by this Agreement, at any time during the Shelf   Effectiveness Period, and such failure to remain effective or usable exists for more than   60 days (whether or not consecutive) in any 12-month period (the 60th such date, the   “Trigger Date”), then 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 Trigger Date   and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up   to a maximum increase of 0.50% per annum, and ending on such date that the Shelf   Registration Statement is again effective or the Prospectus again becomes usable.          Any additional interest payable by the Company due to the increases in annual   interest rate described in this Agreement will be paid in accordance with and pursuant to   the terms of the Indenture. The additional interest referenced in this Section 2(d) shall be   the sole remedy of any Holder (other than a Participating Broker-Dealer) with respect to   any Exchange Offer Registration and Shelf Registration and related matters provided for   in this Agreement.          3. Registration Procedures.          (a) In connection with its obligations pursuant to Section 2(a) and Section 2(b)   hereof, the Company shall as soon as reasonably practicable:                (i) cause the preparation and filing with the SEC of a Registration         Statement on the appropriate form under the Securities Act, which form (x) shall         be selected by the Company, (y) shall, in the case of a Shelf Registration, be         available for the sale of the Registrable Securities by the Holders thereof and (z)         shall comply as to form in all material respects with the requirements of the         applicable form and include all financial statements required by the SEC to be                                      -9-    





 






                    filed therewith; and use its reasonable best efforts to cause such Registration   Statement to become effective and remain effective for the applicable period in   accordance with Section 2 hereof;          (ii) cause the preparation and filing with the SEC of such amendments and  post-effective amendments to each Registration Statement as may be necessary to  keep such Registration Statement effective for the applicable period in accordance  with Section 2 hereof and cause each Prospectus to be supplemented by any  required prospectus supplement and, as so supplemented, to be filed pursuant to  Rule 424 under the Securities Act; and cause each Prospectus to be kept current  during the period described in Section 4(3) of and Rule 174 under the Securities  Act that is applicable to transactions by brokers or dealers with respect to the  Registrable Securities or Exchange Securities;         (iii) to the extent any Free Writing Prospectus is used, cause the filing  with the SEC of any Free Writing Prospectus that is required to be filed by the  Company with the SEC in accordance with the Securities Act and the retention of  any Free Writing Prospectus not required to be filed to the extent required by SEC  rules;         (iv) in the case of a Shelf Registration, use its reasonable best efforts upon  written request, to furnish to each Holder of Registrable Securities included on  such Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel  for such Holders and to each Underwriter of an Underwritten Offering of  Registrable Securities, if any, without charge, as many copies of each Prospectus,  preliminary prospectus or Free Writing Prospectus, and any amendment or  supplement thereto, as such Holder, counsel or Underwriter may reasonably  request in writing in order to facilitate the sale or other disposition of the  Registrable Securities thereunder; and the Company consents to the use of such  Prospectus, preliminary prospectus or such Free Writing Prospectus and any  amendment or supplement thereto in accordance with applicable law by each of  the Holders of Registrable Securities and any such Underwriters in connection  with the offering and sale of the Registrable Securities covered by and in the  manner described in such Prospectus, preliminary prospectus or such Free  Writing Prospectus or any amendment or supplement thereto in accordance with  applicable law;         (v) in the case of an Exchange Offer Registration Statement, use its  reasonable best efforts to cause the registration and qualification of the  Registrable Securities under all applicable state securities or blue sky laws, if and  to the extent legally required in order to effect the Exchange Offer, and, in the  case of a Shelf Registration Statement and if necessary to permit sales under the  Shelf Registration Statement, cooperate with the selling Holders and its counsel to  register or qualify the Registrable Securities under the applicable state securities  or blue sky laws of such jurisdictions as any Holder of Registrable Securities  covered by such Shelf Registration Statement shall reasonably request in writing  by the time the applicable Shelf Registration Statement becomes effective;                                -10-                   





 






                    cooperate with such Holders in connection with any filings required to be made   with FINRA; and use its reasonable best efforts to cause any and all other acts and   things that may be reasonably necessary or advisable to enable each Holder to   complete the disposition in each such jurisdiction of the Registrable Securities   owned by such Holder; provided that the Company shall not be required to (1)   qualify as a foreign corporation or other entity or as a dealer in securities in any   such jurisdiction where it would not otherwise be required to so qualify, (2) file   any general consent to subject itself to service of process in any such jurisdiction   or (3) subject itself to taxation in any such jurisdiction if it is not so subject;          (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf  Registration, notify each Holder of Registrable Securities included on such Shelf  Registration Statement and counsel for such Holders promptly and, if requested  by any such Holder or counsel, confirm such advice in writing (1) when a  Registration Statement has become effective, when any post-effective amendment   thereto has been filed and becomes effective, when any Free Writing Prospectus   has been filed or any amendment or supplement to the Prospectus or any Free   Writing Prospectus has been filed, (2) of any request by the SEC or any state   securities authority for amendments and supplements to a Registration Statement,   Prospectus or any Free Writing Prospectus or for additional information after the   Registration Statement has become effective, (3) of the issuance by the SEC or   any state securities authority of any stop order suspending the effectiveness of a   Registration Statement or the initiation of any proceedings for that purpose,   including the receipt by the Company of any notice of objection of the SEC to the   use of a Shelf Registration Statement or any post-effective amendment thereto   pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable   effective date of a Shelf Registration Statement and the closing of any sale of   Registrable Securities covered thereby, the Company receives any notification   with respect to the suspension of the qualification of the Registrable Securities for   sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of   the happening of any event during the period a Registration Statement is effective   that makes any statement made in such Registration Statement or the related   Prospectus or any Free Writing Prospectus or any amendment or supplement   thereto untrue in any material respect or that requires the making of any changes   in such Registration Statement or Prospectus or any Free Writing Prospectus in   order to make the statements therein not misleading (in the case of the Prospectus,   in light of the circumstances under which they were made) and (6) of any   determination by the Company that a post-effective amendment to a Registration   Statement or any amendment or supplement to the Prospectus or any Free Writing   Prospectus would be required;          (vii) use its reasonable best efforts to obtain the withdrawal of any order   suspending the effectiveness of a Registration Statement, or, in the case of a Shelf   Registration, the resolution of any objection of the SEC pursuant to Rule   401(g)(2) under the Securities Act, including by filing an amendment to such   Shelf Registration Statement on the proper form, as promptly as reasonably                                -11-                   





 






                   practicable and provide prompt notice to each Holder of the withdrawal of any  such order or such resolution;         (viii) in the case of a Shelf Registration, furnish to each Holder of  Registrable Securities included on such Shelf Registration Statement, without  charge, upon written request, at least one conformed copy of each Registration  Statement and any post-effective amendment thereto (without any documents  incorporated therein by reference or exhibits thereto, unless requested in writing),  if such documents are not available via EDGAR;         (ix) in the case of a Shelf Registration, cooperate with the Holders of  Registrable Securities included on such Shelf Registration Statement to facilitate  the timely preparation and delivery of certificates representing Registrable  Securities to be sold and not bearing any restrictive legends and enable such  Registrable Securities to be issued in such denominations and, in the case of  certificated securities, registered in such names (consistent with the provisions of  the Indenture) as such Holders may reasonably request at least three Business  Days prior to the closing of any sale of Registrable Securities;         (x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5)  hereof, use its reasonable best efforts to cause the preparation and filing with the  SEC of a supplement or post-effective amendment to such Registration Statement  or the related Prospectus or any Free Writing Prospectus or any document  incorporated therein by reference or file any other required document so that, as  thereafter delivered (or, to the extent permitted by law, made available) to  purchasers of the Registrable Securities, such Prospectus or Free Writing  Prospectus, as the case may be, will not contain any untrue statement of a material  fact or omit to state a material fact necessary to make the statements therein, in  the light of the circumstances under which they were made, not misleading; and  the Company shall notify the Holders of Registrable Securities and the Initial  Purchasers, as applicable, to suspend use of the Prospectus or any Free Writing  Prospectus as promptly as reasonably practicable after the occurrence of such an  event, and such Holders and Initial Purchasers, as applicable, hereby agree to  suspend use of the Prospectus or any Free Writing Prospectus, as the case may be,  until the Company has caused the Prospectus or the Free Writing Prospectus, as  the case may be, to be amended or supplemented to correct such misstatement or  omission;         (xi) within a reasonable time prior to the filing of any Registration  Statement, any Prospectus, any Free Writing Prospectus, or any amendment of or  supplement to a Registration Statement, a Prospectus or a Free Writing  Prospectus, in each case, excluding any document that is to be incorporated by  reference into such Registration Statement, Prospectus, Free Writing Prospectus  or any amendment or supplement thereto after the initial filing of a Registration  Statement, provide copies of such document to the Initial Purchasers and their  counsel (and, in the case of a Shelf Registration Statement, to the Holders of  Registrable Securities included on such Shelf Registration Statement and their                               -12-                   





 






                    counsel) and make representatives of the Company, as shall be reasonably   requested by the Initial Purchasers or their counsel (and, in the case of a Shelf   Registration Statement, the Holders of Registrable Securities included on such   Shelf Registration Statement or their counsel), available for discussion of such   document; and the Company shall not, at any time after initial filing of a   Registration Statement, use or file any Prospectus, any Free Writing Prospectus,   any amendment of or supplement to a Registration Statement, a Prospectus or a   Free Writing Prospectus, or any document that is to be incorporated by reference   into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which   the Initial Purchasers and their counsel (and, in the case of a Shelf Registration   Statement, the Holders of Registrable Securities and their counsel) shall not have   previously been advised and furnished a copy or to which the Initial Purchasers or   their counsel (and, in the case of a Shelf Registration Statement, the Holders of   Registrable Securities or their counsel) shall have previously reasonably objected   in writing within five Business Days after receipt thereof, unless the Company in  good faith reasonably believes such Prospectus, amendment or supplement to a  Prospectus is required by applicable law;         (xii) use reasonable best efforts to obtain a CUSIP number for all  Exchange Securities or Registrable Securities, as the case may be, not later than  the initial effective date of a Registration Statement;         (xiii) cause the Indenture to be qualified under the Trust Indenture Act in  connection with the registration of the Exchange Securities or Registrable  Securities, as the case may be; cooperate with the Trustee and the Holders to  effect such changes to the Indenture as may be required for the Indenture to be so  qualified in accordance with the terms of the Trust Indenture Act; and execute,  and use its reasonable best efforts to cause the Trustee to execute, all documents  as may be required to effect such changes and all other forms and documents  required to be filed with the SEC to enable the Indenture to be so qualified in a  timely manner;          (xiv) in the case of a Shelf Registration, make available for inspection,   solely for due diligence purposes to the extent appropriate, by a representative of   the Holders of the Registrable Securities (an “Inspector”), any Underwriter   participating in any disposition pursuant to such Shelf Registration Statement, one   firm of counsel and one firm of accountants designated by a majority of the   Holders of Registrable Securities to be included in such Shelf Registration and   any attorneys and accountants designated by such Underwriter, at reasonable   times and in a reasonable manner, such financial and other records, pertinent  documents and access to properties of the Company and its subsidiaries as such  persons may reasonably request, and cause the officers, directors and employees  of the Company to supply all such information and access reasonably requested  by any such Inspector, Underwriter, attorney or accountant in connection with a  Shelf Registration Statement; provided that each Person receiving such   information shall take such actions as are reasonably necessary to protect the                                -13-                   





 






                    confidentiality of such information (including, without limitation, entering into a  confidentiality agreement in customary form if requested by the Company);          (xv) if reasonably requested by any Holder of Registrable Securities  covered by a Shelf Registration Statement, promptly include in a Prospectus  supplement or post-effective amendment such information with respect to such  Holder as such Holder reasonably concludes is required to be included therein and  make all required filings of such Prospectus supplement or such post-effective  amendment as soon as reasonably practicable after the Company has received  notification of the matters to be so included in such filing; and         (xvi) in the case of a Shelf Registration, enter into such customary  agreements and take all such other actions in connection therewith (including  those reasonably requested by the Holders of a majority in principal amount of the  Registrable Securities covered by the Shelf Registration Statement) in order to  expedite or facilitate the disposition of such Registrable Securities including, but  not limited to, in an Underwritten Offering and in such connection, (1) to the  extent possible, make such representations and warranties to the Holders and any  Underwriters of such Registrable Securities with respect to the business of the  Company and its subsidiaries and the Registration Statement, Prospectus, any  Free Writing Prospectus and documents incorporated by reference or deemed  incorporated by reference, if any, in each case, in form, substance and scope as  are customarily made by issuers to underwriters in underwritten offerings and  confirm the same if and when required by the applicable underwriting agreement  or requested by the Holder, as applicable, (2) solely with respect to an  Underwritten Offering, obtain opinions of counsel to the Company (which  counsel and opinions, in form, scope and substance, shall be reasonably  satisfactory to the Holders of a majority in principal amount of the Registrable  Securities being sold and such Underwriters and their respective counsel)  addressed to each selling Holder and Underwriter of such Registrable Securities,  covering the matters customarily covered in opinions requested in underwritten  offerings, (3) solely with respect to an Underwritten Offering, obtain “comfort”  letters from the independent certified public accountants of the Company (and, if  necessary, any other certified public accountant of any subsidiary of the  Company, or of any business acquired by the Company for which financial  statements and financial data are or are required to be included in the Registration  Statement) addressed to each selling Holder (to the extent permitted by applicable  professional standards) and Underwriter of such Registrable Securities, such  letters to be in customary form and covering matters of the type customarily  covered in “comfort” letters in connection with underwritten offerings, including  but not limited to financial information contained in any preliminary prospectus,  Prospectus or Free Writing Prospectus, and (4) deliver such documents and  certificates as may be reasonably requested by the Holders of a majority in  principal amount of the Registrable Securities being sold or the Underwriters, and  which are customarily delivered in underwritten offerings, to evidence the  continued validity of the representations and warranties of the Company made  pursuant to clause (1) above and to evidence compliance with any customary                                -14-                   





 






           conditions contained in an underwriting agreement; it being agreed that the         representations and warranties, opinions of counsel and comfort letters delivered         in connection with the initial offering of the Securities are customary.           (b) In the case of a Shelf Registration Statement, the Company may require each   Holder of Registrable Securities to furnish to the Company such information regarding   such Holder and the proposed disposition by such Holder of such Registrable Securities   as the Company may from time to time reasonably request in writing; provided that if   such Holder fails to provide the requested information within 15 Business Days, the   Company may exclude such Holder’s Registrable Securities from such Shelf Registration   Statement until such time as the information is provided.          (c) In the case of a Shelf Registration Statement, each Holder of Registrable  Securities covered in such Shelf Registration Statement agrees that, upon receipt of any  notice from the Company of the happening of any event of the kind described in Sections  3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of  Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s  receipt of the copies of the supplemented or amended Prospectus and any Free Writing  Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company,  such Holder will deliver to the Company (at its expense) all copies in its possession, other  than permanent file copies then in such Holder’s possession, of the Prospectus and any  Free Writing Prospectus covering such Registrable Securities that is current at the time of  receipt of such notice.         (d) If the Company shall give any notice to suspend the disposition of Registrable  Securities pursuant to a Registration Statement, the Company shall extend the period  during which such Registration Statement shall be maintained effective pursuant to this  Agreement by the number of days during the period from and including the date of the  giving of such notice to and including the date when the Holders of such Registrable  Securities shall have received copies of the supplemented or amended Prospectus or any  Free Writing Prospectus necessary to resume such dispositions.  The Company may give  any such notice only twice during any 365-day period, any such suspensions shall not  exceed 60 days for each suspension and there shall not be more than two suspensions in  effect during any 365-day period.          (e) The Holders of Registrable Securities covered by a Shelf Registration   Statement who desire to do so may sell such Registrable Securities in an Underwritten   Offering.  In any such Underwritten Offering, the investment bank or investment banks   and manager or managers (each an “Underwriter”) that will administer the offering will   be selected by the Company (provided the lead Underwriter shall also be reasonably   acceptable to Holders of a majority in principal amount of the Registrable Securities   included in such offering).  However, in the event of an Underwritten Offering, each   Holder agrees that, neither such Holder nor any Underwriter participating in any   disposition pursuant to any Registration Statement on such Holder’s behalf, will make   any offer relating to the Registrable Securities that would constitute an Issuer Free   Writing Prospectus (as defined in Rule 433 under the Securities Act) or that would   otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the                                      -15-    





 






     Securities Act) required to be filed by the Company with the SEC or retained by the   Company under Rule 433 of the Securities Act, unless it has obtained the prior written   consent of the Company.          4. Participation of Broker-Dealers in Exchange Offer.          (a) The Company has been advised that the Staff has taken the position that any   broker-dealer that receives Exchange Securities for its own account in the Exchange   Offer in exchange for Securities that were acquired by such broker-dealer as a result of   market-making or other trading activities (a “Participating Broker-Dealer”) may be   deemed to be an “underwriter” within the meaning of the Securities Act and must deliver   a prospectus meeting the requirements of the Securities Act in connection with any resale   of such Exchange Securities.          The Company has been advised that it is the Staff’s position that if the Prospectus  contained in the Exchange Offer Registration Statement includes a plan of distribution  containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the Exchange Securities, without naming the Participating Broker- Dealers or specifying the amount of Exchange Securities owned by them, such  Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted  by law, made available to purchasers) to satisfy their prospectus delivery obligation under  the Securities Act in connection with resales of Exchange Securities for their own  accounts, so long as the Prospectus otherwise meets the requirements of the Securities  Act.         (b) In light of the above, and notwithstanding the other provisions of this  Agreement, the Company agrees, if so requested by one or more Holders who is a  Participating Broker-Dealer, to use its reasonable best efforts to cause the Prospectus  contained in the Exchange Offer Registration Statement to be amended or supplemented  for a period ending on the earlier of (i) 180 days after the date the Exchange Offer  Registration Statement becomes effective (as such period may be extended pursuant to  Section 3(d) hereof) and (ii) the date on which each Participating Broker-Dealer is no  longer required to deliver a prospectus in connection with market making or other trading  activities, in each case to the extent necessary to ensure that the Exchange Offer  Registration Statement is available for resale of the Registrable Securities acquired by the  Participating Broker-Dealers.  The Company further consents to the delivery of (or, to the  extent permitted by law, agree to make available) such Prospectus by Participating  Broker-Dealers during such period in connection with the resales contemplated by this  Section 4.         (c) The Initial Purchasers shall have no liability to the Company or any Holder  with respect to any request that a Holder may make pursuant to Section 4(b) hereof.          5. Indemnification and Contribution.          (a) The Company agrees to indemnify and hold harmless each Initial Purchaser,   each Holder, their respective affiliates, directors and officers and each Person, if any,                                      -16-    





 






   who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the  Securities Act or Section 20 of the Exchange Act, from and against any and all losses,  claims, damages and liabilities (including, without limitation, reasonable legal fees and  other expenses reasonably incurred in connection with any suit, action or proceeding or  any claim asserted, as such fees and expenses are incurred), joint or several, that arise out  of, or are based upon, (1) any untrue statement or alleged untrue statement of a material  fact contained in any Registration Statement or any omission or alleged omission to state  therein a material fact required to be stated therein or necessary in order to make the  statements therein not misleading, or (2) any untrue statement or alleged untrue statement  of a material fact contained in any Prospectus, or in any amendment thereof or any  supplement thereto, any Free Writing Prospectus or any “issuer information” (“Issuer  Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities  Act, or any omission or alleged omission to state therein a material fact necessary in  order to make the statements therein, in the light of the circumstances under which they  were made, not misleading, in each case except insofar as such losses, claims, damages or  liabilities arise out of, or are based upon, any untrue statement or omission or alleged  untrue statement or omission made in reliance upon and in conformity with any  information relating to any Initial Purchaser or information relating to any Holder  furnished to the Company in writing by or on behalf of such parties expressly for use  therein.  In connection with any Underwritten Offering permitted by Section 3 hereof, the  Company agrees to also indemnify the Underwriters, if any, their respective affiliates and  each Person who controls such Persons (within the meaning of the Securities Act and the  Exchange Act) to the same extent as provided above with respect to the indemnification  of the Holders, if requested in connection with any Registration Statement, any  Prospectus, any Free Writing Prospectus or any Issuer Information.         (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless  the Company and its affiliates, directors and officers, and the Initial Purchasers and the  other selling Holders and each Person, if any, who controls the Company, any Initial  Purchaser and any other selling Holder within the meaning of Section 15 of the Securities  Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in  paragraph (a) above, but only with respect to any losses, claims, damages or liabilities  (including without limitation, legal fees and other expenses incurred in connection with  any suit, action or proceeding or any claim asserted, as such fees and expenses are  incurred) that arise out of, or are based upon, any untrue statement or omission or alleged  untrue statement or omission made in reliance upon and in conformity with any  information relating to such Holder furnished to the Company in writing by or on behalf  of such Holder expressly for use in any Registration Statement, any Prospectus or any  Free Writing Prospectus.         (c) If any suit, action, proceeding (including any governmental or regulatory  investigation), claim or demand shall be brought or asserted against any Person in respect  of which indemnification may be sought pursuant to either paragraph (a) or (b) above,  such Person (the “Indemnified Person”) shall promptly notify the Person against whom  such indemnification may be sought (the “Indemnifying Person”) in writing; provided  that the failure to notify the Indemnifying Person shall not relieve it from any liability  that it may have under paragraph (a) or (b) above except to the extent that it has been                                     -17-   





 






   materially prejudiced (through the forfeiture of substantive rights or defenses) by such  failure; and provided, further, that the failure to notify the Indemnifying Person shall not  relieve it from any liability that it may have to an Indemnified Person otherwise than  under paragraph (a) or (b).  If any such proceeding shall be brought or asserted against an  Indemnified Person and it shall have notified the Indemnifying Person thereof, the  Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified  Person to represent the Indemnified Person and any others entitled to indemnification  pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding  and shall pay the reasonable fees and expenses of such proceeding and shall pay the  reasonable fees and expenses of such counsel related to such proceeding, as incurred.  In  any such proceeding, any Indemnified Person shall have the right to retain its own  counsel, but the fees and expenses of such counsel shall be at the expense of such  Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall  have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a  reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii)  the Indemnified Person shall have reasonably concluded that there may be legal defenses  available to it that are different from or in addition to those available to the Indemnifying  Person; or (iv) the named parties in any such proceeding (including any impleaded  parties) include both the Indemnifying Person and the Indemnified Person and  representation of both parties by the same counsel would be inappropriate due to actual or  potential differing interests between them.  It is understood and agreed that the  Indemnifying Person shall not, in connection with any proceeding or related proceeding  in the same jurisdiction, be liable for the fees and expenses of more than one separate  firm (in addition to any local counsel) for all Indemnified Persons, and that all such  reasonable fees and expenses shall be reimbursed as they are incurred.  Any such separate  firm (x) for any Initial Purchaser or its affiliates, directors and officers and any control  Persons of such Initial Purchaser shall be designated in writing by such Initial Purchasers,  (y) for any Holder, its directors and officers and any control Persons of such Holder shall  be designated in writing by the Majority Holders and (z) in all other cases shall be  designated in writing by the Company.  The Indemnifying Person shall not be liable for  any settlement of any proceeding effected without its written consent, but if settled with  such consent or if there be a final judgment for the plaintiff, the Indemnifying Person  agrees to indemnify each Indemnified Person from and against any loss or liability by  reason of such settlement or judgment.  No Indemnifying Person shall, without the  written consent of the Indemnified Person, effect any settlement of any pending or  threatened proceeding in respect of which any Indemnified Person is or could have been a  party and indemnification could have been sought hereunder by such Indemnified Person,  unless such settlement (A) includes an unconditional release of such Indemnified Person,  in form and substance reasonably satisfactory to such Indemnified Person, from all  liability on claims that are the subject matter of such proceeding and (B) does not include  any statement as to or any admission of fault, culpability or failure to act by or on behalf  of any Indemnified Person.         (d) If the indemnification provided for in paragraphs (a) or (b) above is  unavailable to an Indemnified Person or insufficient in respect of any losses, claims,  damages or liabilities referred to therein, then each Indemnifying Person under such  paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute                                     -18-   





 






     to the amount paid or payable by such Indemnified Person as a result of such losses,   claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative   benefits received by the Company from the offering of the Securities and the Exchange   Securities, on the one hand, and by the Holders from receiving Securities or Exchange   Securities registered under the Securities Act, on the other hand, or (ii) if the allocation   provided by clause (i) is not permitted by applicable law, in such proportion as is   appropriate to reflect not only the relative benefits referred to in clause (i) but also the   relative fault of the Company, on the one hand, and the Holders, on the other, in   connection with the statements or omissions that resulted in such losses, claims, damages   or liabilities, as well as any other relevant equitable considerations.  The relative fault of  the Company, on the one hand, and the Holders, on the other, shall be determined by  reference to, among other things, whether the untrue or alleged untrue statement of a  material fact or the omission or alleged omission to state a material fact relates to  information supplied by the Company or by the Holders, as applicable, and the parties’   relative intent, knowledge, access to information and opportunity to correct or prevent   such statement or omission.          (e) The Company and the Holders agree that it would not be just and equitable if   contribution pursuant to this Section 5 were determined by pro rata allocation (even if the   Holders were treated as one entity for such purpose) or by any other method of allocation   that does not take account of the equitable considerations referred to in paragraph (d)   above.  The amount paid or payable by an Indemnified Person as a result of the losses,   claims, damages and liabilities referred to in paragraph (d) above shall be deemed to   include, subject to the limitations set forth above, any legal or other expenses reasonably   incurred by such Indemnified Person in connection with any such action or claim.    Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to   contribute any amount in excess of the amount by which the total price at which the   Securities or Exchange Securities sold by such Holder exceeds the amount of any   damages that such Holder has otherwise been required to pay by reason of such untrue or   alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent   misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be   entitled to contribution from any Person who was not guilty of such fraudulent   misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 5 are   several and not joint.          (f) The remedies provided for in this Section 5 are not exclusive and shall not   limit any rights or remedies that may otherwise be available to any Indemnified Person at   law or in equity.          (g) The indemnity and contribution provisions contained in this Section 5 shall  remain operative and in full force and effect regardless of (i) any termination of this  Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any  Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf  of the Company or the officers or directors of or any Person controlling the Company,  (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable  Securities pursuant to a Shelf Registration Statement.                                      -19-    





 






           6. General.          (a) No Inconsistent Agreements.  The Company represents, warrants and agrees   that (i) the rights granted to the Holders hereunder do not in any way conflict with and   are not inconsistent with the rights granted to the holders of any other outstanding   securities issued or guaranteed by the Company under any other agreement and (ii) the   Company has not entered into, and on or after the date of this Agreement, will not enter   into, any agreement that is inconsistent with the rights granted to the Holders of   Registrable Securities in this Agreement or otherwise conflicts with the provisions   hereof.          (b) Amendments and Waivers.  The provisions of this Agreement, including the   provisions of this sentence, may not be amended, modified or supplemented, and waivers   or consents to departures from the provisions hereof may not be given unless the   Company has obtained the written consent of Holders of at least a majority in aggregate   principal amount of the outstanding Registrable Securities affected by such amendment,   modification, supplement, waiver or consent; provided that no amendment, modification,   supplement, waiver or consent to any departure from the provisions of Section 6 hereof   shall be effective as against any Holder of Registrable Securities unless consented to in   writing by such Holder.  Any amendments, modifications, supplements, waivers or   consents pursuant to this Section 6(b) shall be by a writing executed by each of the   parties hereto.          (c) Notices.  Except as otherwise specified herein, all notices and other   communications provided for or permitted hereunder shall be made in writing by hand-  delivery, registered first-class mail, email or any courier guaranteeing overnight delivery   (i) if to a Holder, at the most current address given by such Holder to the Company by   means of a notice given in accordance with the provisions of this Section 6(c), which   address initially is, with respect to the Initial Purchasers, the address set forth in the   Purchase Agreement; (ii) if to the Company, initially at the Company’s address set forth   in the Purchase Agreement and thereafter at such other address, notice of which is given   in accordance with the provisions of this Section 6(c); and (iii) if to such other persons, at  their respective addresses as provided in the Purchase Agreement and thereafter at such  other address, notice of which is given in accordance with the provisions of this Section  6(c).  All such notices and communications shall be deemed to have been duly given: at  the time delivered by hand, if personally delivered; five Business Days after being  deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if  emailed; and on the next Business Day if timely delivered to an air courier guaranteeing  overnight delivery.  Copies of all such notices, demands or other communications shall  be concurrently delivered by the Person giving the same to the Trustee, at the address  specified in the Indenture.          (d) Successors and Assigns.  This Agreement shall inure to the benefit of and be   binding upon the successors, assigns and transferees of each of the parties, including,   without limitation and without the need for an express assignment, subsequent Holders;   provided that nothing herein shall be deemed to permit any assignment, transfer or other   disposition of Registrable Securities in violation of the terms of the Purchase Agreement                                      -20-    





 






     or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities in   any manner, whether by operation of law or otherwise, such Registrable Securities shall   be held subject to all the terms of this Agreement, and by taking and holding such   Registrable Securities such Person shall be conclusively deemed to have agreed to be   bound by and to perform all of the terms and provisions of this Agreement and such   Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their   capacity as Initial Purchasers) shall have no liability or obligation to the Company with   respect to any failure by a Holder to comply with, or any breach by any Holder of, any of   the obligations of such Holder under this Agreement.            (e) Third-Party Beneficiaries.  Each Holder shall be a third-party beneficiary to   the agreements made hereunder between the Company, on the one hand, and the Initial   Purchasers, on the other hand, and shall have the right to enforce such agreements   directly to the extent it deems such enforcement necessary or advisable to protect its   rights or the rights of other Holders hereunder.          (f) Counterparts.  This Agreement may be executed in any number of  counterparts, each of which shall be deemed to be an original, but all such counterparts  shall together constitute one and the same Agreement.         (g) Headings.  The headings in this Agreement are for convenience of reference  only, are not a part of this Agreement and shall not limit or otherwise affect the meaning  hereof.         (h) Governing Law.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York.         (i) Entire Agreement; Severability.  This Agreement contains the entire agreement  between the parties relating to the subject matter hereof and supersedes all oral  statements and prior writings with respect thereto.  If any term, provision, covenant or  restriction contained in this Agreement is held by a court of competent jurisdiction to be  invalid, void or unenforceable or against public policy, the remainder of the terms,  provisions, covenants and restrictions contained herein shall remain in full force and  effect and shall in no way be affected, impaired or invalidated.  The Company and the  Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or  unenforceable provisions with valid provisions the economic effect of which comes as  close as possible to that of such invalid, void or unenforceable provisions.         (j) Delegation by the Company.  All references to obligations of the Company to   take or not take any actions shall be satisfied so long as the Company causes such actions   to be taken or not taken, as applicable.                              [Signatures on following pages]                                      -21-    





 






                                                                                                                                                    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first  written above.                                       STATE STREET CORPORATION                                                                             By:  __/s/ John J. Slyconish_____________________________                                                                                                        Name: John J. Slyconish                                          Title:   Executive Vice President                                                          amd Treasurer                                                                                                                                       [Signature Page to the Registration Rights Agreement]     





 






   The foregoing Registration Rights Agreement is hereby  confirmed and accepted as of the date first above  written.        MORGAN STANLEY & CO. LLC            By:       /s/ Ian Drewe       Name:  Ian Drewe       Title:  Executive Director       BOFA SECURITIES, INC.            By:       /s/ Robert J. Little       Name:  Robert J. Little       Title:  Managing Director     WELLS FARGO SECURITIES, LLC            By:      /s/ Carolyn Hurley        Name:  Carolyn Hurley       Title:  Director    Acting on behalf of themselves and as the  Representatives of the several Initial Purchasers.                   [Signature Page to the Registration Rights Agreement]