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• Maintaining a Registration Statement The Company shall maintain the effectiveness of any Registration Statement that has been declared effective at all times during the Commitment Period, provided, however, that if the Company has received notification pursuant to Section 2.04 that the Investor has completed resales pursuant to the Registration Statement for the full Commitment Amount, then the Company shall be under no further obligation to maintain the effectiveness of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. During the Commitment Period, the Company shall notify the Investor promptly if (i) the Registration Statement shall cease to be effective under the Securities Act, (ii) the Common Shares shall cease to be authorized for listing on the Principal Market, (iii) the Common Shares cease to be registered under Section 12(b) or Section 12(g) of the Exchange Act or (iv) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.

• Additional Registration Rights If Issuer at any time after the exercise of the Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of any Selling Stockholder given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by the Selling Stockholder), Issuer will cause all such shares for which a Selling Stockholder requests participation in such registration to be so registered and included in such underwritten public offering; provided, however, that Issuer may elect to not cause any such shares to be so registered (i) if in the reasonable good faith opinion of the underwriters for such offering, the inclusion of all such shares by the Selling Stockholder would materially interfere with the marketing of such offering (in which case Issuer shall register as many shares as possible without materially interfering with the marketing of the offering), or (ii) in the case of a registration solely to implement an employee benefit plan or a registration filed on Form S-4 of the Securities Act or any successor Form. If some but not all the shares of Issuer Common Stock with respect to which Issuer shall have received requests for registration pursuant to this Section 10(b) shall be excluded from such registration, Issuer shall make appropriate allocation of shares to be registered among the Selling Stockholders desiring to register their shares pro rata in the proportion that the number of shares requested to be registered by each such Selling Stockholder bears to the total number of shares requested to be registered by all such Selling Stockholders then desiring to have Issuer Common Stock registered for sale.

• Registration, etc Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default hereunder, if for any reason the Collateral Agent desires to sell any of the Pledged Securities of the Borrower at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under the Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

• Title Type of Work Registration No Registration Date Copyright Claimant Colorado Springs, CO, telephone directory, use through January 2007. Text TX0006336412 4/28/2006 Dex Media, Inc. Colville, WA, and surrounding area telephone directory, use through October 2007. Text TX0006444913 10/6/2006 Dex Media, Inc. Corvallis, CO, and surrounding area, alphabetical listings for Albany and surrounding area, use through Oct. 2007. Text TX0006483516 11/7/2006 Dex Media, Inc. Council Bluffs, IA & surrounding areas telephone directory, June 2007. Text TX0006399774 7/17/2006 Dex Media, Inc. Craig, CO, Meeker, Steamboat Springs telephone directory, use through August 2007. Text TX0006426721 8/30/2006 Dex Media, Inc. Davenport, IA, Bettendorf, Scott County telephone directory, use through October 2007. Text TX0006450386 11/7/2006 Dex Media, Inc. Decorah, IA, Elkader, West Union and surrounding area, telephone directory, use through January 2007. Text TX0006329602 4/27/2006 Dex Media, Inc. Denver, CO, covering the metro area (south) Plus telephone directory, use through December 2007. Text TX0006505993 2/2/2007 Dex Media, Inc. Denver, CO, covering the Metro area, telephone directory, use through December 2007. Text TX0006505955 2/2/2007 Dex Media, Inc. Denver, CO, metro area (east) telephone directory, use through December 2007. Text TX0006507709 2/2/2007 Dex Media, Inc. Denver, CO, metro area (west) telephone directory, use through December 2007. Text TX0006507708 2/2/2007 Dex Media, Inc. Des Moines, IA, and surrounding area, telephone directory, use through November 2007. Text TX0006493357 1/5/2007 Dex Media, Inc. Detroit Lakes, MI, telephone directory, use through 2007. Text TX0006357693 6/15/2006 Dex Media, Inc. Detroit Lakes, MN, and surrounding area, telephone directory, use through May 2006. Text TX0006309112 3/1/2006 Dex Media, Inc. Dex Plus-Twin Cities, MN, Minneapolis and surrounding area/Dex Plus-Twin Cities, St. Paul and surround area, use through April 2007. Text TX0006363132 5/17/2006 Dex Media, Inc. Dickinson, NC, telephone directory, February 2007. Text TX0006351989 4/28/2006 Dex Media, Inc. Dubuque, IA, telephone directory, use through September 2007. Text TX0006435132 10/6/2006 Dex Media, Inc. Durango, CO, Cortez, telephone directory, use through May 2007. Text TX0006357682 6/15/2006 Dex Media, Inc. East Central Minnesota, telephone directory, use through 2007. Text TX0006336347 4/27/2006 Dex Media, Inc. East County, OR, telephone directory, use through February 2007. Text TX0006319866 3/27/2006 Dex Media, Inc. East Tucson, AZ, area telephone directory, use through January 2007. Text TX0006299846 2/23/2006 Dex Media, Inc. East Valley, AZ, telephone directory, use through September 2007. Text TX0006449537 10/27/2006 Dex Media, Inc. East Valley PLUS, and surrounding area, use through September 2007. Text TX0006434775 10/6/2006 Dex Media, Inc. Eastern Montana, telephone directory, use through December 2007. Text TX0006538755 1/5/2007 Dex Media, Inc. Edina, MO, St. Louis Park, telephone directory, use through April 2007. Text TX0006346520 5/16/2006 Dex Media, Inc. Englewood, CO, Littleton, Centennial, Highlands Ranch, South Metro Denver, telephone directory, use through June 2007. Text TX0006399802 7/17/2006 Dex Media, Inc. Estes Park, Allenspark, Glen Haven and surrounding area, use through June 2007. Text TX0006372868 6/13/2006 Dex Media, Inc. Eugene, OR, Springfield, Lane County telephone directory, June 2007. Text TX0006369892 6/13/2006 Dex Media, Inc. Eugene/Springfield plus - use through June 2007. Text TX0006374163 6/13/2006 Dex Media, Inc. Evanston/Demmerer--and surrounding area, telephone directory, use through October 2007. Text TX0006455399 11/7/2006 Dex Media, Inc. Evergreen, CO, telephone directory, use through January 2007. Text TX0006336856 4/28/2006 Dex Media, Inc. Fargo, ND, Moorhead, telephone directory, use through March 2007. Text TX0006336418 4/27/2006 Dex Media, Inc. Faribault, MN, Owatonna telephone directory, use through October 2007. Text TX0006450301 11/7/2006 Dex Media, Inc. Farmington, NM, Aztec, Blanco & others, telephone directory, use through February 2007. Text TX0006337696 4/28/2006 Dex Media, Inc. Fergus Falls, MN, telephone directory, use through September 2007. Text TX0006450380 11/7/2006 Dex Media, Inc. Flagstaff, AZ, and surrounding area, telephone directory, use through May 2007. Text TX0006342725 5/31/2006 Dex Media, Inc. Annex 3 to Guarantee and Collateral Agreement

• Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:

• Number of Registrations SCG shall be entitled to request one registration of its Registrable Securities pursuant to Section 6(a) for each $100 million in Value of Registrable Securities Beneficially Owned by SCG on the date of such request.

• Effectiveness of Registration Statement, etc The Registration Statement was filed by the Company with the Commission not earlier than three years prior to the date hereof and became effective upon filing in accordance with Rule 462(e). Each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus have been filed as required by Rule 424(b) (without reliance on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the Securities Act Regulations. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information. The Company shall have paid the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

• Effectiveness of Registration Statement; Payment of Filing Fee The Registration Statement shall have become effective and shall be available for (i) all sales of Shares issued pursuant to all prior Placement Notices (each as amended by a corresponding Acceptance, if applicable) and (ii) the sale of all Shares contemplated to be issued by any Placement Notice (each as amended by a corresponding Acceptance if applicable). The Company shall have paid the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1)(i) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus).

• Effectiveness of Registration The Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto have been declared effective by the Commission under the Act or have become effective pursuant to Rule 462 of the Rules and Regulations. The Company has responded to all requests, if any, of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462 Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission.

• Contents of Registration Statement (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, 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, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.