Regulatory Requirements: See the last paragraph of this Section 1.
Representative: See the first introductory paragraph hereto.
Rule 144: Rule 144 under the Securities Act.
Rule 144A: Rule 144A under the Securities Act.
Rule 405: Rule 405 under the Securities Act.
Rule 415: Rule 415 under the Securities Act.
Rule 424: Rule 424 under the Securities Act.
SEC: The U.S. Securities and Exchange Commission.
Securities: See the introductory paragraphs hereto.
Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
Shelf Notice: See Section 2(c) hereof.
Shelf Registration: The Initial Shelf Registration and any Subsequent Shelf Registration.
Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration.
Shelf Suspension Period: See Section 3(a) hereof.
Subsequent Shelf Registration: See Section 3(b) hereof.
TIA: The Trust Indenture Act of 1939, as amended.
Trustee: The trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Securities and Private
Exchange Securities (and the related Guarantees).
Underwritten Offering or Underwritten Registration: A registration in
which securities of the Company are sold to an underwriter for reoffering to the public.
Except as otherwise specifically provided, all
references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, Regulatory Requirements) shall be deemed to refer also to any amendments
thereto and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A.
(a) Unless the Exchange Offer would violate applicable law or any
applicable interpretation of the staff of the SEC, each of the Company and the Guarantors shall use its commercially reasonable efforts to file with the SEC a Registration Statement (the Exchange Offer Registration Statement) on
an appropriate registration form with respect to a registered offer (the Exchange Offer) to