Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Interest" means the additional interest accruing on the Notes as specified in Section 5.2 hereof upon the occurrence and during the continuance of a Registration Default (as defined in Section 5.1 hereof). "Agreement" means this Registration Rights Agreement, as it may be amended, modified, o

Section 1.2 — Rules of Construction. (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Indenture or the Purchase Agreement, as applicable. (b) Unless the context otherwise requires, all references in this Agreement to sections, articles, and exhibits are to the sections, articles, and exhibits of and to this Agreement. (c) The secti

ARTICLE 2 EXCHANGE OFFER REGISTRATION

Section 2.1 — Filing of Exchange Offer Registration Statement. (a) The Company shall use its commercially reasonable efforts to prepare and file with the SEC an Exchange Offer Registration Statement on the appropriate form under the Securities Act (which shall be Form S-1 or such other form as may then be available to the Company) with respect to a proposed Exchange Offer. (b) The Exchange Offer Registration Statemen

Section 2.2 — Effectiveness and Consummation of Exchange Offer. (a) The Company shall use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Exchange Offer Registration Statement as promptly as practicable

Section 2.3 — Exchange Offer Procedures. (a) The Company shall mail or cause to be mailed (or otherwise transmit in accordance with applicable law and the rules and regulations of DTC) to each registered Holder of the Notes, at the address appearing in the register maintained by the Trustee, a notice of the Exchange Offer (the "Exchange Offer Notice") and an appropriate letter of transmittal and related documents. (b

Section 2.4 — Conditions to Exchange Offer. The Exchange Offer shall not be subject to any conditions other than the following: (a) the Exchange Offer Registration Statement shall have been declared effective by the SEC, and such effectiveness shall not have been suspended or withdrawn, and no stop order with respect thereto shall be in effect; (b) no stop order shall have been issued by the SEC, and no proceeding fo

Section 2.5 — Participating Broker-Dealers. (a) Each Broker-Dealer that receives Exchange Notes in the Exchange Offer for Notes that were acquired by such Broker-Dealer as a result of market-making activities or other trading activities (and not as compensation for services rendered to the Company or any of its affiliates) may be deemed an "underwriter" within the meaning of the Securities Act and must, therefore, de

Section 3.1 — Obligation to File Shelf Registration Statement. If any of the following events shall occur, the Company shall use its commercially reasonable efforts to file with the SEC, and thereafter to cause to become effective, a Shelf Registration Statement covering the resale of the applicable Registrable Securities: (a) the Company is not permitted to effect the Exchange Offer because of any change in law, rul

Section 3.2 — Effectiveness of Shelf Registration Statement. (a) The Company shall use its commercially reasonable efforts to cause any Shelf Registration Statement filed pursuant to Section 3.1 hereof to be declared effective by the SEC as promptly as practicable after the filing thereof. The Company shall respond to any comments received from the SEC staff with respect to the Shelf Registration Statement as promptl

Section 3.3 — Shelf Registration Procedures. (a) The Company shall furnish to each selling Holder named in the Shelf Registration Statement (and to each selling Holder's counsel, if any) copies of the prospectus and any prospectus supplement, including any preliminary prospectus, in such quantities as such selling Holder may reasonably request. The Company shall consent to the use of the prospectus and each prospectu

ARTICLE 4 REGISTRATION PROCEDURES

Section 4.1 — General Obligations of the Company. In connection with any Registration Statement filed or to be filed pursuant to this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Company shall: (a) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be necessary

Section 4.2 — Holder Obligations. (a) Each Holder of Registrable Securities shall furnish to the Company in writing such information regarding such Holder and the intended method of distribution of such Registrable Securities as may be reasonably required by the Company in order to effect the registration of such Registrable Securities, and the Company shall be entitled to exclude from registration any Registrable Se

Section 4.3 — Suspension Periods. (a) The Company may, upon written notice to the Holders (including by notice to the Trustee for delivery to the Holders), suspend the use of any Prospectus that is part of a Registration Statement (and thereby suspend the right of selling Holders to sell or otherwise dispose of Registrable Securities pursuant to such Registration Statement) for a period not to exceed 60 consecutive d

Section 5.1 — Registration Default. A "Registration Default" shall be deemed to have occurred if any of the following events shall occur: (a) the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Deadline (which is the date that is 180 days after the Closing Date); (b) the Exchange Offer has not been consummated on or prior to the Consummation Deadline (which is the date

Section 5.2 — Accrual of Additional Interest. (a) Upon the occurrence and during the continuance of a Registration Default, Additional Interest shall accrue on the Notes at a rate of 0.25% per annum for the first 90-day period immediately following the date on which such Registration Default occurs. (b) The rate of Additional Interest shall increase by an additional 0.25% per annum for each subsequent 90-day period d

Section 5.3 — Cure of Registration Default. (a) A Registration Default under Section 5.1(a) shall be cured upon the filing of the Exchange Offer Registration Statement with the SEC (or, if a Shelf Registration Statement is required in lieu thereof, upon the filing of such Shelf Registration Statement with the SEC). (b) A Registration Default under Section 5.1(b) shall be cured upon the consummation of the Exchange Of

Section 5.4 — Exclusive Remedy. The payment of Additional Interest as provided in this Article 5 shall be the exclusive monetary remedy available to the Holders of the Notes for any Registration Default; provided, however, that nothing in this Section 5.4 shall be construed to limit or restrict the right of any Holder to seek specific performance, injunctive relief, or other equitable remedies in any court of compete

ARTICLE 6 INDEMNIFICATION AND CONTRIBUTION

Section 6.1 — Indemnification by the Company. (a) The Company shall indemnify and hold harmless each Holder of Registrable Securities, the Initial Purchaser, and each of their respective officers, directors, partners, members, managers, employees, agents, and representatives, and each person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Section 6.2 — Indemnification by Holders. (a) Each selling Holder shall, severally and not jointly, indemnify and hold harmless the Company, its officers (including, without limitation, Marcus J. Reinhart, Chief Executive Officer; Linda Shao-Perkins, Chief Financial Officer; and Douglas Evanston, General Counsel and Corporate Secretary), its managers, and each person, if any, who controls the Company within the meani

Section 6.3 — Notices of Claims. (a) Promptly after receipt by an indemnified party under this Article 6 of notice of the commencement of any action, suit, proceeding, investigation, or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, such indemnified party shall deliver to the indemnifying party a written notice thereof, together wi

Section 6.4 — Contribution. (a) If the indemnification provided in this Article 6 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any Losses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appr

Section 7.1 — Amendments and Waivers. (a) This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Company and Holders holding a majority in aggregate principal amount of the then-outstanding Registrable Securities. Any amendment, modification, or supplement so executed shall be binding upon the Company, the Initial Purchaser, and all Holders of the Notes and Exchange

Section 7.2 — Notices. All notices, requests, demands, claims, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) sent by nationally recognized overnight courier (with confirmation of delivery), or (iii) sent by registered or certified mail, return receipt requested, postage prepaid, addressed