Contract analysis

Section 1.01 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Interest" means additional interest payable on the Notes upon the occurrence and during the continuance of a Registration Default, as described in Section 5.02 of this Agreement. "Agreement" means this Registration Rights Agreement, as it may be amended, supplemented, or otherwise modified f

Section 1.02 — Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (b) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of th

Section 2.01 — Exchange Offer Registration Statement. (a) The Company and each of the Guarantors shall use their commercially reasonable efforts to prepare and, no later than the Filing Deadline, file with the SEC an Exchange Offer Registration Statement on Form S-4 (or, if Form S-4 is not available, on such other form as is available under the Securities Act for such purpose) with respect to an offer to exchange the

Section 2.02 — Consummation of the Exchange Offer. (a) The Company and each of the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective by the SEC as promptly as practicable and to consummate the Exchange Offer no later than the Consummation Deadline. (b) The Exchange Offer shall remain open for acceptance for a period of not less than

Section 2.03 — Conditions to the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than the following: (a) the Exchange Offer, or the making of any exchange by a Holder, shall not violate applicable law, any applicable order or ruling of any court or governmental authority, or any applicable interpretation of the staff of the SEC; (b) no action or proceeding shall have been instituted o

Section 2.04 — Procedures for Tendering. (a) Holders of Notes who wish to participate in the Exchange Offer shall tender their Notes to the exchange agent (which shall be Fidelitas Trust Company, N.A., as Trustee under the Indenture, or such other institution as the Company may appoint and as is acceptable to the Trustee) by delivering a properly completed and duly executed letter of transmittal, together with all ot

Section 2.05 — Participating Broker-Dealers. (a) Each Participating Broker-Dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer in exchange for Notes, where such Notes were acquired by such Participating Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act i

ARTICLE 3 — SHELF REGISTRATION

Section 3.01 — Shelf Registration Statement. (a) If: (i) the Company is not permitted to file the Exchange Offer Registration Statement because the Exchange Offer is not permitted by applicable law or applicable interpretations of the staff of the SEC; (ii) any Holder of Registrable Securities notifies the Company in writing prior to the 20th Business Day following the consummation of the Exchange Offer that: (A) suc

Section 3.02 — Provision of Information by Holders. (a) No Holder of Registrable Securities shall be entitled to be named as a selling securityholder in a Shelf Registration Statement or to use the Prospectus forming a part thereof for resales of Registrable Securities unless such Holder has furnished to the Company in writing, within 20 Business Days after receipt of a written request therefor from the Company, such

Section 3.03 — Supplements and Amendments to Shelf Registration Statement. (a) The Company shall supplement or amend the Shelf Registration Statement, including by filing post-effective amendments, as necessary or appropriate: (i) to add or remove selling securityholders from the Shelf Registration Statement upon receipt of appropriate information from such Holders; (ii) to update, correct, or supplement any informat

ARTICLE 4 — REGISTRATION PROCEDURES

Section 4.01 — General Obligations of the Company. In connection with any Registration Statement contemplated by this Agreement (whether an Exchange Offer Registration Statement or a Shelf Registration Statement), the Company and each of the Guarantors shall: (a) prepare and file with the SEC the applicable Registration Statement and the Prospectus forming a part thereof, together with all exhibits thereto, in such f

Section 4.02 — Suspension Period. (a) Notwithstanding any other provision of this Agreement, the Company may, upon the occurrence of any event described in Section 4.02(b), by written notice to each Holder of Registrable Securities (a "Blackout Notice"), suspend the use of the Prospectus forming a part of any Registration Statement for a reasonable period of time (a "Blackout Period"); provided, however, that: (i) no

Section 4.03 — Holder Obligations. (a) Each Holder of Registrable Securities that sells or proposes to sell Registrable Securities pursuant to a Registration Statement shall furnish to the Company, on a timely basis, such information as the Company may reasonably request and as is required by applicable law for inclusion in or in connection with such Registration Statement. If any such information furnished by such H

ARTICLE 5 — REGISTRATION DEFAULTS AND ADDITIONAL INTEREST

Section 5.01 — Registration Defaults. A "Registration Default" shall be deemed to have occurred if: (a) the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Deadline (i.e., January 4, 2025); (b) the Exchange Offer has not been consummated, or, if a Shelf Registration Statement is required to be filed pursuant to Section 3.01, such Shelf Registration Statement has not bee

Section 5.02 — Additional Interest. (a) If and for so long as a Registration Default shall have occurred and be continuing, additional interest (the "Additional Interest") shall accrue on the Notes (in addition to the stated interest rate of 8.250% per annum) from and including the date on which such Registration Default first occurs at a rate equal to: (i) 0.25% per annum for the first 90-day period immediately foll

Section 5.03 — Payment Mechanism. (a) Additional Interest shall be paid by the Company to Fidelitas Trust Company, N.A. (acting in its capacity as paying agent under the Indenture), and the Trustee shall distribute such Additional Interest to Holders of the Notes in the same manner and subject to the same procedures as the distribution of regular interest payments under the Indenture. (b) For all purposes of the Inde

ARTICLE 6 — INDEMNIFICATION AND CONTRIBUTION

Section 6.01 — Indemnification by the Company. (a) The Company and each Guarantor, jointly and severally, shall indemnify and hold harmless each Holder of Registrable Securities, each Participating Broker-Dealer, and each Person, if any, who controls any such Holder or Participating Broker-Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, of

Section 6.02 — Indemnification by Holders. (a) Each Holder of Registrable Securities that has been included as a selling securityholder in a Shelf Registration Statement or that has received Exchange Notes in the Exchange Offer shall, severally and not jointly, indemnify and hold harmless the Company, each Guarantor, each of the Initial Purchasers, and the respective directors, officers, employees, agents, and affili

Section 6.03 — Procedures. (a) Promptly after receipt by any Person entitled to indemnification under this Article 6 (an "Indemnified Party") of notice of the commencement of any action, claim, suit, or proceeding (a "Proceeding") against such Indemnified Party in respect of which indemnity may be sought under this Article 6, such Indemnified Party shall notify the party or parties from which indemnification is being

Section 6.04 — Contribution. (a) If the indemnification provided for 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 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 appropriate

Section 7.01 — Amendments and Waivers. (a) The provisions of this Agreement may not be amended, modified, or supplemented, and no waiver of or consent to any departure from the provisions hereof shall be effective, unless such amendment, modification, supplement, waiver, or consent is in writing and signed by the Company, each Guarantor, and Holders of a majority in aggregate principal amount of the then-outstanding

Section 7.02 — Notices. All notices and other communications provided for or permitted hereunder shall be made in writing and shall be delivered by hand delivery, sent by overnight courier (with confirmation of receipt), or sent by registered or certified mail, return re