Common use of Registration Statement, Prospectus and Offering Materials Clause in Contracts

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-4 covering the 2 registration of the TUC Stock, including the related preliminary prospectus (the “Securities Act”"prospectus"). Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Co-Dealer Managers for use in connection with the Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Co-Dealer Managers for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including prospectus, Prospectus, the financial statementsTexas Utilities Company Recommended Cash Offer for The Energy Group PLC (the "Offering Document") and the related letters from the Co-Dealer Managers to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of TEG Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) ), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File Reg. No. 333-130441- ), including a prospectus, subject to completionthe Preliminary Prospectus, covering the registration of the offer Exchange Securities and sale the shares of common stock, $0.01 par value per share, of the New Notes in Company (the Exchange Offer“Common Stock”), the Shares and associated Series A Junior Preferred Stock Purchase Rights, issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued Securities (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “SecuritiesConversion Shares”). The term “Registration Statement,” as used in this Agreement Agreement, shall mean such registration statement, including the financial statements, exhibits thereto and schedules theretoany documents incorporated by reference therein, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating supplement thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together amended or supplemented. [The preliminary prospectus in the form filed with the Commission at the time of commencement of the Exchange Offer (including any such abbreviated registration statement. documents incorporated therein by reference) is herein called the “Preliminary Prospectus.”] The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding Statement (including any documents incorporated in the foregoing, Prospectus by reference) is herein called the “Prospectus,” except that if any revised or supplemented Prospectus shall be provided the final prospectus furnished to you by the Company Dealer Manager for use in connection with the Exchange Offer that differs from the Prospectus referred to prospectus set forth in the immediately preceding sentence Registration Statement (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to the Rules and RegulationsRule 424(b)), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided final prospectus furnished to you the Dealer Manager for such use. The term terms “supplement” and “amendment” or “supplemented” and “amended” as used herein with respect to the [Preliminary Prospectus and the] Prospectus shall include all documents deemed to be incorporated by reference in the [Preliminary Prospectus or] Prospectus that are filed subsequent to the date [thereof][of the Prospectus] and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”).

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Commission promulgated thereunder (the "Securities Act Regulations"), a registration statement on Form S-4 covering the registration of the Preferred Securities, the Guarantee and the Debentures, including the related preliminary prospectus, and will prepare and file, on or prior to the effective date of such registration statement, amendments to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus". Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company and the Trust with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued rules and regulations of the Commission promulgated thereunder (subject to certain limitations) as payment of additional interest on collectively, the New Notes issued in the "Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”Act"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus and the financial statementsrelated letters from the Dealer Managers to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Target Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trusts have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Commission promulgated thereunder (the "Securities Act Regulations"), a registration statement on Form S-4 covering the registration of the Preferred Securities, the Guarantees and the Debentures, including the final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus". Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offers differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offers by the Company and the Trusts with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued rules and regulations of the Commission promulgated thereunder (subject to certain limitations) as payment of additional interest on collectively, the New Notes issued in the "Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”Act"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus and the financial statementsrelated letters from the Dealer Managers to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Target Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery"), the Issuer Tender Offer Statement on Schedule 13E-4 and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offers, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".

Registration Statement, Prospectus and Offering Materials. (a) The --------------------------------------------------------- Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Securities Act”"), and the Trust Indenture Act of 1939, as amended (the “TIA”)amended, and applicable the rules and regulations (the “Rules and Regulations”) of the Commission under promulgated thereunder (the Securities "Trust Indenture Act"), a registration statement on Form S-4 covering the registration of the Notes and shares of the Common Stock issuable upon conversion of the Notes. Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement." The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the TIA term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Securities Act”"), a registration statement on Form S-4 covering the registration of the Company Stock. Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement." The final prospectus included in the Registration Statement (including any documents incorporated in the proxy statement/prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “"Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus, Tender Offer Statement on Schedule 14D-1 (the financial statements"Schedule 14D-1"), exhibits related letters to securities brokers, dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Universal stock, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company or Subsidiary may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials."

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) ), under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441)105330) and the amendments thereto, including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Plus Cash Notes in the Exchange Offer, ; the Shares issuable upon conversion of the New Plus Cash Notes issued in the Exchange Offer, and ; the Shares that may be issued (subject to certain limitations) solely at the Company’s option as payment of additional interest on the New Plus Cash Notes issued in the Exchange Offer (such New Notes Offer; and the Shares are collectively referred to herein issuable solely at the Company’s option as payment of the “Securities”)Plus Cash amount. The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 11 of Form S-4. As used in this Agreement, the term “

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), the Trust Indenture Act of 1939, as amended (the “"TIA”"), and applicable rules and regulations (the “"Rules and Regulations”") of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 S-1 (File No. 333-130441333- ), including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Notes in the Exchange Offer, Notes; the Shares issuable upon conversion of the New Notes issued in the Exchange Cash Offer, ; and the Shares that may be issued (subject to certain limitations) solely at the Company's option as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”)Cash Offer. The term “"Registration Statement” " as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “"Prospectus” " as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Cash Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “"Prospectus” " shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. The term “.

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules and regulations of the Commission promulgated thereunder (the "Securities Act Regulations"), a registration statement on Form S-4 covering the registration of the Preferred Securities, the Guarantee and the Debentures, including the related preliminary prospectus, and will prepare and file, on or prior to the effective date of such registration statement, amendments to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus". Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company and the Trust with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued rules and regulations of the Commission promulgated thereunder (subject to certain limitations) as payment of additional interest on collectively, the New Notes issued in the "Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”Act"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus and the financial statementsrelated letters from the Dealer Manager to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Target Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441141308), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange OfferOffers, the Shares issuable upon conversion of the New Notes issued in the Exchange OfferOffers, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer Offers and New Notes that may be issued to you as payment for your services as Dealer Manager in accordance with Section 6 hereof (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer Offers that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “

Registration Statement, Prospectus and Offering Materials. (a) The --------------------------------------------------------- Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), the Trust Indenture Act of 1939, as amended (the “"TIA”"), and applicable rules and regulations (the “"Rules and Regulations”") of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 (S-3 File No. 333-130441105332), including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Notes in the Exchange Offer, Notes; the Shares issuable upon conversion of the New Notes issued in the Exchange Cash Offer, and ; the Shares that may be issued (subject to certain limitations) solely at the Company's option as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes Cash Offer; and the Shares are collectively referred to herein issuable solely at the Company's option as payment of the “Securities”)Plus Cash amount. The term “"Registration Statement” " as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “"Prospectus” " as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Cash Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “"Prospectus” " shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 12 of Form S-3. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The term “terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) ), under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (S-3 File No. 333-130441), 105332) and the amendments thereto including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Notes in the Exchange Offer, Plus Cash Notes; the Shares issuable upon conversion of the New Plus Cash Notes issued in the Exchange Offer, and New Money Offering; the Shares that may be issued (subject to certain limitations) solely at the Company’s option as payment of additional interest on the New Plus Cash Notes issued in the Exchange Offer (such New Notes Money Offering; and the Shares are collectively referred to herein issuable solely at the Company’s option as payment of the “Securities”)Plus Cash amount. The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Offer New Money Offering that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. The Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 12 of Form S-3. As used in this Agreement, the term “Incorporated Documents” means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms “supplement” and “amendment” or “supplemented” and “amended” as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "1933 Act"), a registration statement on Form S-4 covering the registration of (i) shares of New Preferred Stock to be issued pursuant to the Exchange Offer, (ii) shares of Common Stock to be issued upon conversion of the New Preferred Stock by the holders thereof or upon the payment of dividends on the New Preferred Stock at the option of the Company and (iii) shares of Series D Convertible Preferred Stock (the “Securities "Series D Preferred Stock") upon an automatic exchange of the New Preferred Stock as provided in the Certificate of Designations for the New Preferred Stock, including the related preliminary prospectus, and will prepare and file, on or prior to the effective date of such registration statement, amendments to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus." Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement." The final prospectus included in the Registration Statement (including any documents incorporated therein by reference) is hereinafter called the "Prospectus," except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b) under the 1933 Act”), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Manager for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes rules and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) regulations of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean Commission promulgated thereunder (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations)collectively, the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"1934 Act").

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441153394), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes and the Shares in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer or as settlement of fractional shares, New Notes that may be issued (subject to certain limitations) as payment of additional interest in kind, and the Common Stock issuable upon conversion of the New Notes issued in the Exchange Offer (such New Notes Notes, Common Stock and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), the Trust Indenture Act of 1939, as amended (the “"TIA”"), and applicable rules and regulations (the “"Rules and Regulations”") of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)both Acts, a registration statement on Form S-4 S-2 (File No. 333-130441333-_____), including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Notes in the Exchange Offer, Notes; the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, Notes; and the Shares that may be issued (subject to certain limitations) solely at the Company's option as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”)Notes. The term “"Registration Statement” " as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “"Prospectus” " as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Cash Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “"Prospectus” " shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-2 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 12 of Form S-2. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The term “terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Cash Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) ), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441)S-4, including a preliminary prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Pre-Effective Registration Statement,” as used in this Agreement Agreement, shall mean such registration statement, including the financial statementsexhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement pursuant to Rule 430C under the Securities Act, in the form filed with the Commission. The term “Registration Statement,” as used in this Agreement, shall mean such registration statement, including the exhibits thereto and schedules theretoany documents incorporated by reference therein or deemed part of such registration statement pursuant to Rule 430C under the Securities Act, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations Securities Act relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amendedamended or supplemented, together with any such abbreviated registration statement. The final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the “Prospectus,” except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term “Prospectus” shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms “supplement” and “amendment” or “supplemented” and “amended” as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”). The term “Preliminary Prospectus” as used in this Agreement shall mean the final preliminary prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided used to you by the Company for use in connection with commence the Exchange Offer that differs from the Prospectus referred to (including any documents incorporated in the immediately preceding sentence Preliminary Prospectus by reference) on the date of commencement of the Exchange Offer (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations“Commencement Date”), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 S-1 (File No. 333-130441141309), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange OfferNew Money Offering, the Shares issuable upon conversion of the New Notes issued in the Exchange OfferNew Money Offering, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer New Money Offering (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer New Money Offering that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “Preliminary Prospectus” means each prospectus, subject to completion, included in the Registration Statement at or prior to effectiveness of the Registration Statement used in connection with the New Money Offering. All references in this Agreement to the Registration Statement, a Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and shall also be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein pursuant to the Securities Act and the Rules and Regulations, in each case not modified or superseded pursuant to Rule 412 under the Securities Act. All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include (a) the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and (b) in each case, the filing of any prospectus supplement pursuant to Rule 424(b) under the Securities Act.

Registration Statement, Prospectus and Offering Materials. (a) --------------------------------------------------------- The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-4 covering the registration of the Trust Convertible Preferred Securities, the Guarantee, the Debentures, and shares of USX--U.S. Steel Group Common Stock, $1.00 par value per share (the “"Steel Stock"), of the Company issuable upon conversion of the Trust Convertible Preferred Securities Act”and the Debentures. Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement." The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 S-1 (File No. 333-130441142792), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes Units in the Exchange OfferOffering, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively Units may also be referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer Offering that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “Preliminary Prospectus” means each prospectus, subject to completion, included in the Registration Statement at or prior to effectiveness of the Registration Statement used in connection with the Offering. All references in this Agreement to the Registration Statement, a Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”) and shall also be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein pursuant to the Securities Act and the Rules and Regulations, in each case not modified or superseded pursuant to Rule 412 under the Securities Act. All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include (a) the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, and (b) in each case, the filing of any prospectus supplement pursuant to Rule 424(b) under the Securities Act.

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Securities Act”"), a registration statement on Form S-4 covering the registration of the Preferred Securities, the Guarantee and the Debentures, including the related preliminary prospectus, and will prepare and file, on or prior to the effective date of such registration statement, amendments to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus". Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Co-Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Co-Dealer Managers for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued rules and regulations of the Commission promulgated thereunder (subject to certain limitations) as payment of additional interest on collectively, the New Notes issued in the "Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”Act"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus and the financial statementsrelated letters from the Co-Dealer Managers to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Target Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the "Securities Act"), a registration statement on Form S-4 covering the registration of the Trust Convertible Preferred Securities, the Guarantee, the Debentures, and shares of USX--U.S. Steel Group Common Stock, $1.00 par value per share (the “"Steel Stock"), of the Company issuable upon conversion of the Trust Convertible Preferred Securities Act”and the Debentures. Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement." The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus," except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms "supplement" and "amendment" or "supplemented" and "amended" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offer, and the Shares that may be issued (subject to certain limitations) as payment of additional interest on the New Notes issued in the Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which such registration statement originally becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “.

Registration Statement, Prospectus and Offering Materials. (a) The --------------------------------------------------------- Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended (the “"Securities Act”"), the Trust Indenture Act of 1939, as amended (the “"TIA”"), and applicable rules and regulations (the “"Rules and Regulations”") of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), a registration statement on Form S-4 (S-3 File No. 333-130441), 105332) and the amendments thereto including a prospectus, subject to completionProspectus, covering the registration of the offer and sale of the New Notes in the Exchange Offer, Plus Cash Notes; the Shares issuable upon conversion of the New Plus Cash Notes issued in the Exchange Offer, and New Money Offering; the Shares that may be issued (subject to certain limitations) solely at the Company's option as payment of additional interest on the New Plus Cash Notes issued in the Exchange Offer (such New Notes Money Offering; and the Shares are collectively referred to herein issuable solely at the Company's option as payment of the “Securities”)Plus Cash amount. The term “"Registration Statement” " as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “"Prospectus” " as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Offer New Money Offering that differs from the Prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “"Prospectus” " shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 12 of Form S-3. As used in this Agreement, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The term “terms "supplement" and "amendment" or "supplemented" and "amended" as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

Registration Statement, Prospectus and Offering Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) ), under the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture Act of 1939, as amended (the “TIA”), and applicable rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 S-3 (File No. 333-130441), 113791) and the amendments thereto including a prospectus, subject to completionProspectus (as defined below), covering the registration of the offer and sale of the New Notes in the Exchange Offer, Plus Cash Notes; the Shares issuable upon conversion of the New Plus Cash Notes issued in the Exchange Offer, and New Money Offering; the Shares that may be issued (subject to certain limitations) solely at the Company’s option as payment of additional interest (including any Make-Whole Payment) on the New Plus Cash Notes issued in the Exchange Offer (such New Notes Money Offering; and the Shares are collectively referred to herein issuable solely at the Company’s option as payment of the “Securities”)Plus Cash Amount. The term “Registration Statement” as used in this Agreement shall mean such registration statement, including the financial statements, exhibits schedules and schedules theretoexhibits, in the form in which such registration statement originally it becomes effective, including the information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, effective and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus prospectus shall be provided to you by the Company for use in connection with the Exchange Offer New Money Offering that differs from the Prospectus prospectus referred to in the immediately preceding sentence (whether or not such revised or supplemented Prospectus prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus prospectus from and after the time it is first provided to you for such use. The Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 12 of Form S-3. As used in this Agreement, the term “Incorporated Documents” means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms “supplement” and “amendment” or “supplemented” and “amended” as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

Registration Statement, Prospectus and Offering Materials. (a) The Company has and the Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) "), under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Securities Act”"), a registration statement on Form S-4 covering the registration of the Preferred Securities, the Guarantee and the Debentures, including the related preliminary prospectus, and will prepare and file, on or prior to the effective date of such registration statement, amendments to such registration statement, including a final prospectus. Each prospectus used before the time such registration statement becomes effective is herein called a "preliminary prospectus". Such registration statement, including the exhibits thereto and any documents incorporated by reference therein, as amended at the time it becomes effective or as thereafter amended or supplemented from time to time, is herein called the "Registration Statement". The final prospectus included in the Registration Statement (including any documents incorporated in the prospectus by reference) is herein called the "Prospectus", except that if the final prospectus furnished to the Dealer Managers for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424 (b)), the Trust Indenture Act of 1939, term "Prospectus" shall refer to the final prospectus furnished to the Dealer Managers for such use. The terms "supplement" and "amendment" or "amend" as amended (used herein with respect to the “TIA”), and applicable rules and regulations (Prospectus shall include all documents deemed to be incorporated by reference in the “Rules and Regulations”) Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company and the Trust with the Commission under the Securities Act, the TIA and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a registration statement on Form S-4 (File No. 333-130441), including a prospectus, subject to completion, covering the registration of the offer and sale of the New Notes in the Exchange Offer, the Shares issuable upon conversion of the New Notes issued in the Exchange Offeramended, and the Shares that may be issued rules and regulations of the Commission promulgated thereunder (subject to certain limitations) as payment of additional interest on collectively, the New Notes issued in the "Exchange Offer (such New Notes and Shares are collectively referred to herein as the “Securities”Act"). The term “Registration Statement” as used in this Agreement shall mean such registration statement, including Prospectus and the financial statementsrelated letters from the Dealer Managers to securities brokers, exhibits dealers, commercial banks, trust companies and schedules theretoother nominees, in letters to beneficial owners of Target Securities, letters of transmittal (the form in which such registration statement originally becomes effective"Letters of Transmittal"), including notices of guaranteed delivery (the "Notices of Guaranteed Delivery") and any newspaper announcements, press releases and other offering materials and information deemed to be a part thereof at the date and time of such effectiveness pursuant to Rule 430A under the Securities Act, and, in the event of any post-effective amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the original effective date of such registration statement, shall also mean (from and after the effectiveness of such post-effective amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term “Prospectus” as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised or supplemented Prospectus shall be provided to you by the Company may use or prepare, approve or authorize for use in connection with the Exchange Offer that differs Offer, as amended or supplemented from the Prospectus time to time, are herein collectively referred to in as the immediately preceding sentence (whether or not such revised or supplemented Prospectus is required to be filed with the Commission pursuant to the Rules and Regulations), the term “Prospectus” shall refer to each such revised or supplemented Prospectus from and after the time it is first provided to you for such use. The term “"Offering Materials".