Series of Exchange Securities Uses in Definitions Clause

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the Company), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated May 2, 2017, by and among the Company and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Date shall have the meaning set forth in the Dealer Manager Agreement. Exchange Offer means the offer by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean with respect to each series of New SHW Notes, a new series of notes maturing on the same date and bearing interest at the same rate per annum as the corresponding series of New SHW Notes (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture, containing terms identical to the applicable Series of New SHW Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable Series of New SHW Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture, dated as of July 31, 2015 between the Company and Wells Fargo Bank, N.A., as the trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. For purposes of this definition, outstanding shall have the meaning prescribed in Section 2.09 of the Indenture. New SHW Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Old Valspar Notes shall have the meaning set forth in the preamble. Original Exchange Offer means the offer by the Company to exchange any and all outstanding Old Valspar Notes for New SHW Notes, on the terms and conditions set forth in the Offering Memorandum. Participating Broker-Dealers shall mean the Dealer Managers and any other broker-dealer which makes a market in the New SHW Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed incorporated by reference therein. Reg

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 29th day of March, 2017, by and among TechnipFMC plc, an England and Wales private limited company (the Company), Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and Wells Fargo Securities, LLC (Wells Fargo and, together with Merrill Lynch, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated February 28, 2017, by and among the Company, FMCTI and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Date shall have the meaning set forth in the Dealer Manager Agreement. Exchange Offer means the offer by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean with respect to each series of New TechnipFMC Notes, a new series of notes maturing on the same date and bearing interest at the same rate per annum as the corresponding series of New TechnipFMC Notes (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture, containing terms identical to the applicable series of New TechnipFMC Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable series of New TechnipFMC Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. FMCTI shall have the meaning set forth in the preamble. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. Indenture shall have the meaning set forth in the preamble. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. Merrill Lynch shall have the meaning set forth in the preamble. New TechnipFMC Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Existing FMCTI Notes shall have the meaning set forth in the preamble. Original Exchange Offer means the offer by the Company to exchange any and all outstanding Existing FMCTI Notes for New TechnipFMC Notes, on the terms and subject to the conditions set forth in the Offering Memorandum. Participating Broker-Dealers shall mean the Dealer Managers and any other broker-dealer which makes a market in the New TechnipFMC Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated or deemed incorporated by reference therein. Registrable Securiti

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement), is made and entered into this 14th day of June, 2016, among Amgen Inc., a Delaware corporation (the Company), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Mizuho Securities USA Inc. (the Lead Dealer Managers), and Drexel Hamilton, LLC and The Williams Capital Group, L.P. (the Co-Dealer Managers and, together with the Lead Dealer Managers, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms have the following meanings: 1933 Act means the Securities Act of 1933, as amended. 1934 Act means the Securities Exchange Act of 1934, as amended. Additional Amounts has the meaning set forth in Section 4(a). Agreement has the meaning set forth in the preamble. Business Day means any day, other than a Saturday or Sunday, that is not a day on which banking institutions in the Borough of Manhattan, City of New York, are authorized or required by law, regulation or executive order to close. Company has the meaning set forth in the preamble and includes the Companys successors. Dealer Manager Agreement has the meaning set forth in the preamble. Dealer Managers has the meaning set forth in the preamble. Exchange Offer Registration means a registration under the 1933 Act effected pursuant to Section 2(a). Exchange Offer Registration Statement means an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein. Exchange Offers means, collectively, the offers by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2(a) (each such exchange offer, an Exchange Offer). Exchange Securities means (i) with respect to the New 2048 Notes, the 4.563% Senior Notes due 2048, and (ii) with respect to the New 2051 Notes, the 4.663% Senior Notes due 2051 (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture containing terms identical to the corresponding Series of Registrable Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from June 14, 2016, and (ii) the Exchange Securities will not contain restrictions on transfer), to be offered to Holders of Securities in exchange for the corresponding Series of Registrable Securities pursuant to the applicable Exchange Offer. Expiration Date has the meaning set forth in Section 2(a)(ii). FINRA means The Financial Institution Regulatory Authority. Holder means a Person who owns, beneficially or of record, Registrable Securities. It is understood and agreed that it is currently contemplated that the Securities and the Exchange Securities will initially be issued in global form and that, until such time, if any, as certificates are issued therefor, the only registered holder of the Securities and the Exchange Securities will be the nominee of The Depository Trust Company. Indenture means the Indenture, dated as of May 22, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended by the Officers Certificate, dated as of June 14, 2016, as the same may be amended from time to time in accordance with the terms thereof. Issuer Free Writing Prospectus has the meaning set forth in Rule 433(h)(1) of the 1933 Act. Majority Holders means the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Dealer Managers or subsequent Holders of Registrable Securities, if such subsequent Holders are deemed to be affiliates solely by reason of their holding of Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. Participating Broker-Dealer means any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities. Person means an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus means the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. Registrable Securities means the New 2048 Notes and the New 2051 Notes; provided, however, that a series of Securities shall cease to be Registrable Securities (i) when a

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 22nd day of December, 2015, by and among MPLX LP, a Delaware limited partnership (the Partnership), MPLX GP LLC, a Delaware corporation (the General Partner), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the Dealer Managers).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Dealer Managers shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated November 19, 2015, by and among the Partnership, the General Partner and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Partnership; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Date shall have the meaning set forth in the Dealer Manager Agreement. Exchange Offer means the offer by the Partnership to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean with respect to each series of New MPLX Notes, a new series of notes maturing on the same date and bearing interest at the same rate per annum as the corresponding series of New MPLX Notes (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Partnership under the Indenture, containing terms identical to the applicable Series of New MPLX Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable Series of New MPLX Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture, dated as of February 12, 2015 between the Partnership and The Bank of New York Mellon Trust Company, N.A., as the trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Partnership or any Affiliate of the Partnership shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. MarkWest shall have the meaning set forth in the preamble. MarkWest Finance shall have the meaning set forth in the preamble. New MPLX Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Old MarkWest Notes shall have the meaning set forth in the preamble. Original Exchange Offer means the offer by the Partnership to exchange any and all outstanding Old MarkWest Notes for New MPLX Notes, on the terms and conditions set forth in the Offering Memorandum. Participating Broker-Dealers shall mean the Dealer Managers and any other broker-dealer which makes a market in the New MPLX Notes and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. Partnership shall have the meaning set forth in the preamble and shall also include the Partnerships successors. Person shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into this 9th day of October, 2015, by and among CVS Health Corporation, a Delaware corporation (the Company), Barclays Capital Inc. (Barclays) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Barclays, the Dealer Managers and each, a Dealer Manager).

Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: Additional Interest shall have the meaning set forth in Section 2.5. Affiliate shall mean an affiliate as that term is defined in Rule 405 under the Securities Act. Agreement shall have the meaning set forth in the preamble. Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405 under the Securities Act. Business Day shall mean any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Company shall have the meaning set forth in the preamble and shall also include the Companys successors. Consummate shall mean, for purposes of a registered Exchange Offer pursuant to this Agreement, the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 2.1 hereof and (iii) the delivery by the Company to the registrar under the Indenture of Exchange Securities, which are entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, in the same aggregate principal amount as the aggregate principal amount of the New CVS Notes that were validly tendered and not validly withdrawn by Holders thereof pursuant to the Exchange Offer. Dealer Manager shall have the meaning set forth in the preamble. Dealer Manager Agreement means the Dealer Manager Agreement, dated September 22, 2015, by and among the Company and the Dealer Managers. Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. Event Date shall have the meaning set forth in Section 2.5. Exchange Offer means the offer by the Company to exchange each Series of Registrable Securities for the corresponding Series of Exchange Securities pursuant to Section 2.1. Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed incorporated by reference therein. Exchange Period shall have the meaning set forth in Section 2.1. Exchange Securities shall mean (i) with respect to the New CVS 2022 Notes, the 4.75% Notes due December 1, 2022, and (ii) with respect to the New CVS 2024 Notes, the 5.00% Notes due December 1, 2024 (each such series of Exchange Securities, a Series of Exchange Securities), in each case issued by the Company under the Indenture, containing terms identical to the applicable Series of New CVS Notes in all material respects (except for references to certain additional interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of the applicable Series of New CVS Notes in exchange for the corresponding Series of Registrable Securities pursuant to the Exchange Offer. Holder shall mean each Person who becomes the registered owner of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. Indenture shall mean the Indenture, dated as of August 15, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or any Affiliate of the Company shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. New CVS Notes shall have the meaning set forth in the preamble. New CVS 2022 Notes shall have the meaning set forth in the preamble. New CVS 2024 Notes shall have the meaning set forth in the preamble. Offering Memorandum shall have the meaning set forth in the preamble. Old Omnicare 2022 Notes s

Definitions from Registration Rights Agreement

This Registration Rights Agreement (this Agreement) is made and entered into as of December 31, 2008, by and among GMAC LLC, a Delaware limited liability company (the Company), the subsidiaries of the Company party hereto (the Guarantors) and the Dealer Managers (as defined in the Dealer Managers Agreement (as defined below)), relating to the Companys plans to exchange certain of the Companys and certain of its subsidiaries outstanding notes (the Old Notes) for a combination of cash, newly issued cumulative perpetual preferred stock issued by Preferred Blocker Inc., a wholly owned subsidiary of the Company, and newly issued senior notes of the Company having substantially the same terms as the applicable Old Notes exchanged therefor (such newly issued notes, the New Notes), to be issued pursuant to the terms of the indenture, dated as of July 1, 1982, as amended (the Indenture), between the Company and The Bank of New York Mellon (successor trustee to Morgan Guaranty Trust Company of N

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Additional Interest: As defined in Section 5 hereto. Additional Interest Payment Date: With respect to the Transfer Restricted Securities, each Interest Payment Date. Advice: As defined in Section 6(c) hereto. Agreement: As defined in the preamble hereto. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. Closing Date: The date of this Agreement. Company: As defined in the preamble hereto. Commission: The United States Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed Consummated for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of an Exchange Offer Registration Statement relating to the Exchange Securities to be issued in such Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of such Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to such Exchange Offer. Dealer Managers: As defined in the preamble hereto. Dealer Managers Agreement: As defined in the preamble hereto. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Date: As defined in Section 3(a) hereto. Exchange Offer: The registration by the Company under the Securities Act of any Series of Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities of the applicable Series the opportunity to exchange all such outstanding Transfer Restricted Securities of such Series held by such Holders for Exchange Securities of that Series in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to an Exchange Offer, including the related Prospectus. Exchange Securities: Debt securities of the Company and guarantees by the Guarantors, in each case, substantially identical to the applicable Series of Securities they are being exchanged for and issued under the Indenture (except that the transfer restrictions shall be modified or eliminated, as appropriate), to be issued to Holders in exchange for their Transfer Restricted Securities. FINRA: Financial Industry Regulatory Authority, Inc. Freely Tradable: Means, with respect to a Security, a Security that at any time of determination (i) may be sold to the public in accordance with Rule 144 under the Securities Act or any successor provision thereof (Rule 144) without regard to volume, manner of sale or any other restrictions contained in Rule 144 (other than the holding period requirement in the last sentence of paragraph (b)(1)(i) of Rule 144 so long as such holding period requirement is satisfied at such time of determination), (ii) does not bear any restrictive legends relating to the Securities Act and (iii) does not bear a restricted CUSIP number. Guarantees: As defined in the preamble hereto. Guarantors: As defined in the preamble hereto. Holder: As defined in Section 2(b) hereof. Indenture: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture. Majority Holders: With respect to any Series on any date, Holders of a majority of the principal amount of such Series registered under a Registration Statement. New Notes: As defined in the preamble hereto. Old Notes: As defined in the preamble hereto. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Registrar: The registrar under the Indenture. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to a Shelf Registration Statement, that covers any Series of Securities or Exchange Securities, as applicable, and which is filed pursuant to the provisions of this Agreement, in each case, including the Pr