Common use of Exchange Offer Registration Clause in Contracts

Exchange Offer Registration. The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable best efforts to cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days after the Issue Date. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.

Exchange Offer Registration. The Company and the Guarantors agreeshall, on or prior at its cost, use its best efforts to one-hundred eighty days (180) prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue DateDate (as defined in the Indenture) of the Notes, to prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act on an appropriate form relating of 1933, as amended (the "Securities Act"), with respect to an a proposed offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any and all law or policy of the Notes Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities issued by (the "Exchange Notes") of the Company issued under the Indenture and guaranteed by the Guarantors which debt securities and guarantees are substantially identical in all material respects to the Notes and (except for the Guarantees (and are entitled transfer restrictions relating to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except Notes) that they have been would be registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtednessAct. The Company and the Guarantors agree to shall use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under the Securities Act as promptly as practicable within 120 days (or if the 120th day is not a business day, the first business day thereafter) after filingthe Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, but in no event later than one-hundred eighty (180) the Company will be entitled to close the Registered Exchange Offer 30 days after the Issue Date. As soon as practicable following commencement thereof; provided however, that the Effective Date Company has accepted all the ----------------- Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Registration Statement, but in any event within three (3) Business Days of such date, Offer. Following the Company shall notify the Holders declaration of the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Registered Exchange Registration Statement Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act and Act, acquires the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (Notes in the case ordinary course of such Holder's business, has no arrangements with any prospectus contained person to participate in the Exchange Registration Statement, in distribution (within the light meaning of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45Securities Act) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if Notes and is not prohibited by any law or policy of the Exchange Securities received by Holders other than Restricted Holders Commission from participating in the Registered Exchange Offer are, upon receipt, transferable by each Offer) to trade such Holder Exchange Notes from and after their receipt without restriction any limitations or restrictions under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or the securities laws of a substantial majority of the States several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Exchange Offer shall be deemed Company acknowledges that, pursuant to have been completed upon current interpretations by the earlier to occur Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the Company having exchanged information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Securities for all outstanding Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchaser selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company having exchangedshall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case -------- where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, Exchange Securities shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the "Private Exchange") for all the Notes that have been properly tendered and not withdrawn before the expiration held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Registered Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Company and the Guarantors agreeshall, on or prior at its cost, use its best efforts to one-hundred eighty days (180) prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue DateDate (as defined in the Indenture) of the Notes, to prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act on an appropriate form relating of 1933, as amended (the "Securities Act"), with respect to an a proposed offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any and all law or policy of the Notes Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities issued by (the "Exchange Notes") of the Company issued under the Indenture and guaranteed by the Guarantors which debt securities and guarantees are substantially identical in all material respects to the Notes and (except for the Guarantees (and are entitled transfer restrictions relating to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except Notes) that they have been would be registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtednessAct. The Company and the Guarantors agree to shall use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under the Securities Act as promptly as practicable within 150 days (or if the 150th day is not a business day, the first business day thereafter) after filingthe Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, but in no event later than one-hundred eighty (180) the Company will be entitled to close the Registered Exchange Offer 30 days after the Issue Date. As soon as practicable following commencement thereof; provided, however, that the Effective Date Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Registration Statement, but in any event within three (3) Business Days of such date, Offer. Following the Company shall notify the Holders declaration of the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Registered Exchange Registration Statement Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act and Act, acquires the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (Notes in the case ordinary course of such Holder's business, has no arrangements with any prospectus contained person to participate in the Exchange Registration Statement, in distribution (within the light meaning of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45Securities Act) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if Notes and is not prohibited by any law or policy of the Exchange Securities received by Holders other than Restricted Holders Commission from participating in the Registered Exchange Offer are, upon receipt, transferable by each Offer) to trade such Holder Exchange Notes from and after their receipt without restriction any limitations or restrictions under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or the securities laws of a substantial majority of the States several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Exchange Offer shall be deemed Company acknowledges that, pursuant to have been completed upon current interpretations by the earlier to occur Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the Company having exchanged information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Securities for all outstanding Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchaser selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company having exchangedshall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchaser have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker- dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchaser holds Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, Exchange Securities for all Notes that have been properly tendered shall issue and not withdrawn before deliver to the expiration Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the "Private Exchange") for the Notes held by the Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Registered Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Rights In connection with the issuance of the Notes, the Company and the Guarantors agree, on or prior Initial Purchasers will enter into an agreement for your benefit obligating the Company to one-hundred eighty days file a registration statement with the SEC so that you can exchange the Notes for registered notes having substantially the same terms as the Notes and evidencing the same indebtedness as the Notes (180) referred to in this offering memorandum as the “Exchange Notes”). The Company will use its commercially reasonable efforts to file a registration statement and to cause it to be declared effective by the SEC within 365 days after the Issue Dateissuance of the Notes, and to prepare and cause the exchange to be completed within 30 business days following effectiveness of such registration statement. The Company has agreed to use its commercially reasonable efforts to file with the Commission a shelf registration statement for the resale of the Notes if it cannot effect the exchange offer within the time period listed above and in other circumstances described under “Description of Notes— Registration Rights.” You will be entitled to the payment of additional interest if the Company does not comply with these obligations within the specified time periods. Transfer Restrictions The Notes have not been registered under the Securities Act or under any state securities laws of the United States and will be subject to certain restrictions on an appropriate form relating to an offer to exchange (such registration statement, the transfer and resale. See “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all Transfer Restrictions.” Listing Application will be made for a listing of the Notes for on the Hong Kong Stock Exchange and we have received a like aggregate principal amount confirmation from the Hong Kong Stock Exchange of the eligibility of a listing of the Notes by way of debt securities issued by issues to Professional Investors only on the Company Hong Kong Stock Exchange. Form, Denomination and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Registration ............................... The Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued only in fully registered form, without coupons, in minimum denominations of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof and will be initially represented by one or more global notes registered in the name of a nominee of The Depository Trust Company. Book-Entry Only The Notes will be issued in book-entry form through the facilities of Cede & Co. as evidence nominee of The Depository Trust Company for the accounts of its participants, including Euroclear and Clearstream, Luxembourg. For a description of certain factors relating to clearance and settlement, see “Description of Notes—Book-Entry, Delivery and Form.” Delivery of the same continuing indebtedness Notes The Company expects to make delivery of the Company and will not constitute Notes, against payment in same-day funds, on or about September 23, 2021, which is the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable best efforts to cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days tenth business day after the Issue Datedate of this offering memorandum. As soon as practicable following See “Plan of Distribution.” Security Codes 2027 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AM7 G7801R AF6 ISIN US80007RAM79 USG7801RAF67 2029 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AP0 G7801R AG4 ISIN US80007RAP01 USG7801RAG41 2031 Notes: Notes sold under Rule 144A Regulation S CUSIP 80007R AR6 G7801R AH2 ISIN US80007RAR66 USG7801RAH24 Trustee for the Effective Date of the Exchange Registration StatementNotes U.S. Bank National Association. Registrar, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act Transfer Agent and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange OfferPrincipal Paying Agent U.S. Bank National Association.

Exchange Offer Registration. The Company and the Guarantors agreeshall, on or prior at its cost, use its reasonable best efforts to one-hundred eighty days (180) prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue DateDate (as defined in the Indenture) of the Notes, to prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act on an appropriate form relating of 1933, as amended (the "Securities Act"), with respect to an a proposed offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any and all law or policy of the Notes Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities issued by (the "Exchange Notes") of the Company issued under the Indenture and guaranteed by the Guarantors which debt securities and guarantees are substantially identical in all material respects to the Notes and (except for the Guarantees (and are entitled transfer restrictions relating to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except Notes) that they have been would be registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtednessAct. The Company and the Guarantors agree to shall use their respective its reasonable best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under the Securities Act as promptly as practicable within 150 days (or if the 150th day is not a business day, the first business day thereafter) after filingthe Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, but in no event later than one-hundred eighty (180) the Company will be entitled to close the Registered Exchange Offer 20 business days after the Issue Date. As soon as practicable following commencement thereof; provided, however, that the Effective Date Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Registration Statement, but in any event within three (3) Business Days of such date, Offer. Following the Company shall notify the Holders declaration of the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) Lazard selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement (including any documents incorporated effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by reference) will comply as all persons subject to form in all material respects with all applicable the prospectus delivery requirements of the Securities Act and for such period of time as such persons must comply with such requirements in order to resell the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which Notes for a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for period not less than twenty (20) Business Days and exchange 90 days after the consummation of the Registered Exchange Securities for Offer. If, upon consummation of the Registered Exchange Offer, Lazard holds Notes which constitute some or all of its compensation in the form of Notes that have been properly tendered and not withdrawn on or prior to under the expiration Placement Agreement, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer. The Exchange Offer will be deemed , shall issue and deliver to have been “completed” only if Lazard upon the Exchange Securities received written request of Lazard in exchange (the "Private Exchange") for the Notes held by Holders other than Restricted Holders Lazard, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the Exchange Offer are, upon receipt, transferable by each such Holder without restriction existence of restrictions on transfer under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States several states of the United States) to the Notes (the "Private Exchange Notes"). The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged Notes, the Exchange Securities for all outstanding Notes pursuant to and the Private Exchange Offer and (ii) Notes are herein collectively called the Company having exchanged, pursuant to "Securities". In connection with the Registered Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable best efforts to cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days after the Issue Date. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.

Exchange Offer Registration. The To the extent not prohibited by law (including, without limitation, any applicable interpretation of the Staff of the SEC), the Company shall use its best efforts (A) to file within 90 days after the Closing Date the Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Guarantors agreeCompany if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 180 days after the Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer on or prior to one-hundred eighty days the earlier of (180x) days after the Issue 30th day following the date on which the Exchange Offer Registration Statement is declared effective and (y) the 210th day following the Closing Date, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable best efforts to cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) days after the Issue DateIndenture. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of Upon the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) and broker-dealers who purchased Debt Securities directly from the light Company to resell pursuant to Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effectiveCompany, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange acquires the Exchange Securities for all Notes that have been properly tendered in the ordinary course of such Holder's business and not withdrawn on has no arrangements or prior understandings with any person to participate in the expiration distribution (within the meaning of the 1933 Xxx) xx Exchange Offer. The Exchange Offer will be deemed Securities) to have been “completed” only if the trade such Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder from and after their receipt without restriction any limitations or restrictions under the Securities 1933 Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or the securities laws of a substantial majority proportion of the States several states of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to In connection with the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Company and If a Demand Notice is delivered as contemplated by Section 3(a), the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and Issuers shall file with the Commission a registration statement under SEC no later than the Securities Act on an appropriate form relating to Exchange Filing Date, an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange OfferOffer Registration”) for any and all of the Notes for Registrable Securities subject to the Exchange Offer Registration pursuant to Section 3(a) a like aggregate principal amount of debt securities issued by of the Company and Company, guaranteed by the Guarantors Guarantors, which debt securities and guarantees are substantially identical in all material respects to the Notes and (the Guarantees “Exchange Notes”) (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or is any such identical trust indenture as are necessary to comply with any requirements of the Indenture SEC to effect or maintain the qualification thereof under the TIA) and which which, in either case, has been qualified under the Trust Indenture ActTIA), except that they the Exchange Notes shall have been registered pursuant to an effective registration statement Registration Statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”)and shall contain no restrictive legend thereon. The Exchange Offer Registration shall be registered under the Securities will be issued as evidence Act on the appropriate form (the “Exchange Registration Statement”) and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree Issuers agrees to use their respective its reasonable best efforts to (x) cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty on or before the Exchange Effectiveness Date; (180y) days keep the Exchange Offer Registration open for at least 20 Business Days (or longer if required by applicable law) after the Issue Date. As soon as practicable following the Effective Date date that notice of the Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the is mailed to Holders of Registrable Securities (the effectiveness of “Exchange Effectiveness Period”); and (2) consummate the Exchange Offer Registration Statement. When effective, on or prior to the 45th day following the date on which the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made)declared effective. The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days If after such Exchange Registration Statement has become effectiveis initially declared effective by the SEC, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange Registration or the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration issuance of the Exchange Offer. The Notes thereunder is prevented or materially delayed by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer will Registration Statement shall be deemed not to have been “completed” only if the Exchange become effective for purposes of this Agreement. Each Holder of Registrable Securities received by Holders other than Restricted Holders who participates in the Exchange Offer areRegistration will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, upon receipt, transferable by each such Holder without restriction under that at the Securities Act and the Exchange Act (subject to any restrictions as a result time of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws consummation of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) Registration such Holder of Registrable Securities will have no arrangement or understanding with any Person to participate in the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration distribution of the Exchange OfferNotes, which shall be on a date and that such Holder of Registrable Securities is not less than twenty (20) Business Days following the commencement an affiliate of any of the Issuers within the meaning of the Securities Act. In connection with the Exchange Offer.Offer Registration, the Issuers shall:

Exchange Offer Registration. The Company and the Guarantors agreeshall, on or prior at its cost, use its reasonable best efforts to one-hundred eighty days (180) prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue DateDate (as defined in the Indenture) of the Notes, to prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act on an appropriate form relating of 1933, as amended (the "Securities Act"), with respect to an a proposed offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any and all law or policy of the Notes Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities issued by (the "Exchange Notes") of the Company issued under the Indenture and guaranteed by the Guarantors which debt securities and guarantees are substantially identical in all material respects to the Notes and (except for the Guarantees (and are entitled transfer restrictions relating to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except Notes) that they have been would be registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtednessAct. The Company and the Guarantors agree to shall use their respective its reasonable best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under the Securities Act as promptly as practicable within 150 days (or if the 150th day is not a business day, the first business day thereafter) after filingthe Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, but in no event later than one-hundred eighty (180) the Company will be entitled to close the Registered Exchange Offer 20 business days after the Issue Date. As soon as practicable following commencement thereof; provided, however, that the Effective Date Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Registration Statement, but in any event within three (3) Business Days of such date, Offer. Following the Company shall notify the Holders declaration of the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder's business, has no arrangements with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) Lazard selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement (including any documents incorporated effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by reference) will comply as all persons subject to form in all material respects with all applicable the prospectus delivery requirements of the Securities Act and for such period of time as such persons must comply with such requirements in order to resell the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which Notes for a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for period not less than twenty (20) Business Days and exchange 90 days after the consummation of the Registered Exchange Securities for Offer. If, upon consummation of the Registered Exchange Offer, Lazard holds Notes which constitute some or all of the Notes that have been properly tendered and not withdrawn on or prior it acquired pursuant to the expiration Sale Agreement, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer. The Exchange Offer will be deemed , shall issue and deliver to have been “completed” only if Lazard upon the Exchange Securities received written request of Lazard in exchange (the "Private Exchange") for the Notes held by Holders other than Restricted Holders Lazard, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the Exchange Offer are, upon receipt, transferable by each such Holder without restriction existence of restrictions on transfer under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States several states of the United States) to the Notes (the "Private Exchange Notes"). The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged Notes, the Exchange Securities for all outstanding Notes pursuant to and the Private Exchange Offer and (ii) Notes are herein collectively called the Company having exchanged, pursuant to "Securities". In connection with the Registered Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Company (a) Xxxxxx xxx Xxxxxs B Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 2(c)(i) below have been complied with), the Issuer shall (i) cause to be filed with the Commission, as promptly as practicable after the Closing Date and (subject to the Guarantors agree, on or prior to one-hundred eighty days (180provisions of Section 2(c)(i)) no later than 15 days after the Issue Closing Date, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”(ii) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective its reasonable best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under at the Securities Act as promptly as practicable after filingearliest possible time, but in no event later than one-hundred eighty (180) 105 days after the Issue Closing Date. As soon , (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as practicable following may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Effective Date Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the "blue sky" laws of such jurisdictions as are necessary to permit consummation of the Series B Exchange Offer; PROVIDED, HOWEVER, that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified, or take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not now so subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective its reasonable best efforts to commence and complete consummate the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Series B Exchange Offer. The Series B Exchange Offer shall be on the appropriate form permitting registration of the Series B Notes to be offered in exchange for the New Notes that are Transfer Restricted Notes. Each Holder that participates in the Series B Exchange Offer will be deemed required to have been “completed” only if the Exchange Securities represent that any Series B Notes to be received by Holders other than Restricted Holders it will be acquired in the Exchange Offer areordinary course of its business, upon receipt, transferable by each such Holder without restriction under that at the Securities Act and the Exchange Act (subject to any restrictions as a result time of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority consummation of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Series B Exchange Offer, Exchange Securities for all Notes that such Holder will have been properly tendered and not withdrawn before no arrangement or understanding with any Person to participate in the expiration distribution of the Exchange OfferSeries B Notes in violation of the provisions of the Securities Act, which shall be on a date and that such Holder is not less than twenty (20) Business Days following the commencement an affiliate of the Exchange OfferIssuer within the meaning of the Securities Act.

Exchange Offer Registration. The Company and To the Guarantors agreeextent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, on or prior the Issuer shall (A) file an Exchange Offer Registration Statement covering the offer by the Issuer to one-hundred eighty days (180) the Holders to exchange all of their Registrable Notes for Exchange Notes within 100 calendar days after the Issue Datedate hereof, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”B) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under by the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) SEC within 200 calendar days after the Issue Date. As soon as practicable following date hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the Effective Date closing of the Exchange Registration StatementOffer or, but in accordance with the procedures set forth in Section 3(f), to the extent any event within three (3) Business Days of such dateParticipating Broker-Dealer participates in the Exchange Offer, the Company shall notify the Holders of use its best efforts to maintain the effectiveness of the Exchange Registration Statement. When effective, the Exchange Offer Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of for a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer period ending on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 90 days after the Exchange Securities for all outstanding Notes pursuant to consummation of the Exchange Offer and (iiD) use its best efforts to consummate the Company having exchangedExchange Offer on or prior to 230 calendar days following the date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indenture (or a trust indenture which is identical in all material respects to the Indenture, pursuant other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, and which has been qualified under the TIA). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Securities Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker-Dealer Notes for all Exchange Notes, assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes that have been properly tendered in the ordinary course of such Holder's business and not withdrawn before has no arrangements or understandings with any person to participate in the expiration Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Issuer shall:

Exchange Offer Registration. The Company and To the Guarantors agreeextent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, on or prior the Issuer shall (A) file an Exchange Offer Registration Statement covering the offer by the Issuer to one-hundred eighty days (180) the Holders to exchange all of their Registrable Notes for Exchange Notes within 120 calendar days after the Issue Datedate hereof, to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”B) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under by the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) SEC within 200 calendar days after the Issue Date. As soon as practicable following date hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the Effective Date closing of the Exchange Registration StatementOffer or, but in accordance with the procedures set forth in Section 3(f), to the extent any event within three (3) Business Days of such dateParticipating Broker- Dealer participates in the Exchange Offer, the Company shall notify the Holders of use its best efforts to maintain the effectiveness of the Exchange Registration Statement. When effective, the Exchange Offer Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of for a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer period ending on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 90 days after the Exchange Securities for all outstanding Notes pursuant to consummation of the Exchange Offer and (iiD) use its best efforts to consummate the Company having exchangedExchange Offer on or prior to 230 calendar days following the date hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indenture (or a trust indenture which is identical in all material respects to the Indenture, pursuant other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA, and which has been qualified under the TIA). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Securities Offer to enable each Holder (other than Participating Broker-Dealers exchanging Participating Broker-Dealer Notes for all Exchange Notes, assuming that such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes that have been properly tendered in the ordinary course of such Holder's business and not withdrawn before has no arrangements or understandings with any person to participate in the expiration Exchange Offer for the purpose of distributing the Exchange Notes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Issuer shall:

Exchange Offer Registration. The Company and will file with the Guarantors agree, SEC on or prior to one-hundred eighty days (180) days the 60th day after the Issue Date, Closing Date an Exchange Offer Registration Statement covering the offer by the Company to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer Holders to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees Exchange Securities (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act“Exchange Offer”), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to use their respective its reasonable best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under by the Securities Act as promptly as practicable after filing, but in SEC no event later than one-hundred eighty (180) the 120th day after the Closing Date, use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the Issue Date. As soon as practicable following the Effective Date effective date of the Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of . Upon the effectiveness of the Exchange Offer Registration Statement. When effective, the Company will promptly commence the Exchange Registration Statement Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (including assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understandings with any documents incorporated therein by referencePerson to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) will comply as to form in all material respects with all applicable requirements of trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and or under the securities or blue sky laws of the states of the United States. In connection with the Exchange Act and Offer, the Company will not contain an untrue statement promptly mail to each Holder a copy of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case Prospectus forming part of any prospectus contained in the Exchange Offer Registration Statement, in the light together with an appropriate letter of the circumstances under which a statement is made). The Company transmittal and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold related documents; keep the Exchange Offer open for not less than twenty (20) 20 Business Days and exchange (or longer if required by applicable law) after the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior date notice thereof is mailed to the expiration of Holders and, during the Exchange Offer. The Exchange Offer will be deemed , offer to have been “completed” only if the Exchange Securities received by all Holders other than Restricted Holders who are legally eligible to participate in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the opportunity to exchange their Registrable Securities Act and for Exchange Securities; use the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws services of a substantial majority depositary with an address in the City of Houston, Texas or the States City of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities New York, New York for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer; permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange OfferHouston, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Texas

Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and shall (A) file an Exchange Offer Registration Statement with the Guarantors agree, on or prior to one-hundred eighty days (180) SEC within 90 days after the Original Issue Date, to prepare and file with Date covering the Commission a registration statement under the Securities Act on an appropriate form relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Holders to exchange Exchange Notes and the Guarantees for all of their Transfer Restricted Notes, (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to B) use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities 1933 Act as promptly as practicable after filing, but in no event later than one-hundred eighty (180) within 150 days after the Original Issue Date. As soon as practicable following the Effective Date of the Exchange Registration Statement, but in any event within three (3C) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days promptly after such the Exchange Offer Registration Statement has become effective, hold is declared effective by the SEC and keep the Exchange Offer open for not less than twenty (20) Business Days and exchange acceptance for the Exchange Securities Period, (D) use its best efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period and not withdrawn on or prior (E) use its best efforts to maintain the expiration effectiveness of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if Registration Statement during the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each Period and thereafter until such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions time as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the has issued Exchange Securities Notes in exchange for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Transfer Restricted Notes that have been properly tendered and not withdrawn before for exchange during the expiration Exchange Period. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, which shall be on a date it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Transfer Restricted Notes for Exchange Notes (assuming that such Holder is not less than twenty (20an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes) Business Days following to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the commencement 1933 Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer., the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company shall:

Exchange Offer Registration. The Company and the Guarantors agreeshall, on or prior at its cost, use its best efforts to one-hundred eighty days (180) prepare and, not later than 60 days after (or if the 60th day is not a business day, the first business day thereafter) the Issue DateDate (as defined in the Indenture) of the Notes, to prepare and file with the Securities and Exchange Commission (the "Commission"), a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act on an appropriate form relating of 1933, as amended (the "Securities Act"), with respect to an a proposed offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “"Registered Exchange Offer”") to the Holders of Transfer Restricted Notes (as defined below), who are not prohibited by any and all law or policy of the Notes Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities issued by (the "Exchange Notes") of the Company issued under the Indenture and guaranteed by the Guarantors which debt securities and guarantees are substantially identical in all material respects to the Notes and (except for the Guarantees (and are entitled transfer restrictions relating to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except Notes) that they have been would be registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtednessAct. The Company and the Guarantors agree to shall use their respective reasonable its best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared become effective under the Securities Act as promptly as practicable within 150 days (or if the 150th day is not a business day, the first business day thereafter) after filingthe Issue Date of the Notes and shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period"). If the Company effects the Registered Exchange Offer, but in no event later than one-hundred eighty (180) the Company will be entitled to close the Registered Exchange Offer 30 days after the Issue Date. As soon as practicable following commencement thereof; provided, however, that the Effective Date Company has accepted all the Notes theretofore -------- ------- validly tendered in accordance with the terms of the Registered Exchange Registration Statement, but in any event within three (3) Business Days of such date, Offer. Following the Company shall notify the Holders declaration of the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Registered Exchange Registration Statement Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Notes electing to exchange the Notes for Exchange Notes (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act and Act, acquires the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (Notes in the case ordinary course of such Holder's business, has no arrangements with any prospectus contained person to participate in the Exchange Registration Statement, in distribution (within the light meaning of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45Securities Act) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if Notes and is not prohibited by any law or policy of the Exchange Securities received by Holders other than Restricted Holders Commission from participating in the Registered Exchange Offer are, upon receipt, transferable by each Offer) to trade such Holder Exchange Notes from and after their receipt without restriction any limitations or restrictions under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or the securities laws of a substantial majority of the States several states of the United States. In connection with such Registered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Exchange Offer shall be deemed Company acknowledges that, pursuant to have been completed upon current interpretations by the earlier to occur Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the Company having exchanged information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Securities for all outstanding Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the Initial Purchasers selling Exchange Notes acquired in exchange for Notes constituting any portion of an unsold allotment are required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company having exchangedshall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case -------- ------- where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchasers, such period shall be the lesser of 180 days after the expiration date of the Registered Exchange Offer and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below), and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, the Initial Purchasers hold Notes acquired by them as part of their initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, Exchange Securities shall issue and deliver to such Initial Purchasers upon the written request of such Initial Purchasers, in exchange (the "Private Exchange") for all the Notes that have been properly tendered and not withdrawn before the expiration held by such Initial Purchasers, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States) to the Notes (the "Private Exchange Notes"). The Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Registered Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.Company shall:

Exchange Offer Registration. The Company and shall (A) file with the Guarantors agree, SEC on or prior to one-hundred eighty days (180) days the 45th day after the Issue Date, Specified Date an Exchange Offer Registration Statement covering the offer by the Company to prepare and file with the Commission a registration statement under the Securities Act on an appropriate form relating to an offer Holders to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Notes Registrable Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by the Guarantors which debt securities and guarantees are substantially identical to the Notes and the Guarantees (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”). The Exchange Securities will be issued as evidence of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree to , (B) use their respective its reasonable best efforts to cause the such Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under by the Securities Act as promptly as practicable after filing, but in SEC no event later than one-hundred eighty the 30th day after it is filed with the SEC, (180C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the Issue Date. As soon as practicable following the Effective Date effective date of the Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the Holders of . Upon the effectiveness of the Exchange Offer Registration Statement. When effective, the Company shall promptly commence the Exchange Registration Statement Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements assuming that such Holder is not an affiliate of the Securities Act and Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (Securities in the case ordinary course of such Holder’s business and has no arrangements or understandings with any prospectus contained Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United States. In connection with the Exchange Offer, the Company shall: (i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, in the light together with an appropriate letter of the circumstances under which a statement is made). The Company transmittal and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five related documents; (45ii) days after such Exchange Registration Statement has become effective, hold keep the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered 20 business days and not withdrawn on more than 40 business days (or prior longer if required by applicable law) after the date notice thereof is mailed to the expiration of Holders (or, to the extent permitted or required by Applicable Procedures, sent electronically) and, during the Exchange Offer. The Exchange Offer will be deemed , offer to have been “completed” only if the Exchange Securities received by all Holders other than Restricted Holders who are legally eligible to participate in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the opportunity to exchange their Registrable Securities Act and for Exchange Securities; (iii) use the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws services of a substantial majority of the States of depositary with an address in the United States. The , which may be the Trustee or an affiliate of the Trustee, for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, Sunrise, Florida time, on the last business day on which the Exchange Offer shall be deemed remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a telegram, telex, facsimile transmission, letter or other method permitted or required by Applicable Procedures setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding such Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.; 5

Exchange Offer Registration. The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and Issuers shall file with the Commission a registration statement under SEC no later than the Securities Act on an appropriate form relating to Exchange Filing Date, an offer to exchange (such registration statement, the “"Exchange Registration Statement”, and such offer, the “Exchange Offer”Offer Registration") for any and all of the Notes for Transfer Restricted Securities covered by such Exchange Offer Registration a like aggregate principal amount of debt securities issued by of the Company and Companies, guaranteed by the Guarantors Guarantors, which debt securities and guarantees are substantially identical in all material respects to the Notes and (the Guarantees "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or is any such identical trust indenture as are necessary to comply with any requirements of the Indenture SEC to effect or maintain the qualification thereof under the TIA) and which which, in either case, has been qualified under the Trust Indenture ActTIA), except that they the Exchange Notes shall have been registered pursuant to an effective registration statement Registration Statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”)and shall contain no restrictive legend thereon or provisions relating to transfer restrictions or the payment of liquidated damages. The Exchange Offer Registration shall be registered under the Securities will be issued as evidence Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree Issuers agrees to use their respective its reasonable best efforts to (x) cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty on or before the Exchange Effectiveness Date; (180y) keep the Exchange Offer Registration open for at least 20 business days (or longer if required by applicable law) after the Issue Date. As soon as practicable following the Effective Date date that notice of the Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the is mailed to Holders of Transfer Restricted Securities (the effectiveness of the "Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is madeEffectiveness Period"). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the Exchange Securities received by Holders other than Restricted Holders in the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offer.; and

Exchange Offer Registration. The Company and the Guarantors agree, on or prior to one-hundred eighty days (180) days after the Issue Date, to prepare and Issuers shall file with the Commission a registration statement under SEC no later than the Securities Act on an appropriate form relating to Exchange Filing Date, an offer to exchange (such registration statement, the “"Exchange Registration Statement”, and such offer, the “Exchange Offer”Offer Registration") for any and all of the Notes for Registrable Securities covered by such Exchange Offer Registration a like aggregate principal amount of debt securities issued by of the Company and Company, guaranteed by the Guarantors Guarantors, which debt securities and guarantees are substantially identical in all material respects to the Notes and (the Guarantees "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or is any such identical trust indenture as are necessary to comply with any requirements of the Indenture SEC to effect or maintain the qualification thereof under the TIA) and which which, in either case, has been qualified under the Trust Indenture ActTIA), except that they the Exchange Notes shall have been registered pursuant to an effective registration statement Registration Statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”)and shall contain no restrictive legend thereon. The Exchange Offer Registration shall be registered under the Securities will be issued as evidence Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the same continuing indebtedness of the Company and will not constitute the creation of new indebtedness. The Company and the Guarantors agree Issuers agrees to use their respective its reasonable best efforts to (x) cause the Exchange Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly as practicable after filing, but in no event later than one-hundred eighty on or before the Exchange Effectiveness Date; (180y) keep the Exchange Offer Registration open for at least 20 business days (or longer if required by applicable law) after the Issue Date. As soon as practicable following the Effective Date date that notice of the Exchange Offer Registration Statement, but in any event within three (3) Business Days of such date, the Company shall notify the is mailed to Holders of Registrable Securities (the effectiveness of the "Exchange Registration Statement. When effective, the Exchange Registration Statement Effectiveness Period"); and (including any documents incorporated therein by referencez) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete consummate the Exchange Offer Registration on or prior to forty-five (45) days the Exchange Offer Consummation Date. If after such Exchange Registration Statement has become effectiveis initially declared effective by the SEC, hold the Exchange Offer open for not less than twenty (20) Business Days and exchange Registration or the Exchange Securities for all Notes that have been properly tendered and not withdrawn on or prior to the expiration issuance of the Exchange Offer. The Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer will Registration Statement shall be deemed not to have been “completed” only if the Exchange become effective for purposes of this Agreement. Each Holder of Registrable Securities received by Holders other than Restricted Holders who participates in the Exchange Offer areRegistration will be required to represent in writing that any Exchange Notes received by it will be acquired in the ordinary course of its business, upon receipt, transferable by each such Holder without restriction under that at the Securities Act and the Exchange Act (subject to any restrictions as a result time of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws consummation of a substantial majority of the States of the United States. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant to the Exchange Offer and (ii) Registration such Holder of Registrable Securities will have no arrangement or understanding with any Person to participate in the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration distribution of the Exchange OfferNotes, which shall be on a date and that such Holder of Registrable Securities is not less than twenty (20) Business Days following the commencement an affiliate of any of the Issuers within the meaning of the Securities Act. In connection with the Exchange Offer.Offer Registration, the Issuers shall:

Exchange Offer Registration. (a) The Company and Issuer shall file with the Guarantors agreeSEC, on or prior to one-hundred eighty days before the Exchange Filing Deadline, a Registration Statement (180the "EXCHANGE OFFER REGISTRATION STATEMENT") days after the Issue Date, to prepare and file with the Commission a on an appropriate registration statement form under the Securities Act on an appropriate form relating with respect to an a registered offer (the "EXCHANGE OFFER") to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and or all of the Registrable Notes for a like aggregate principal amount of debt securities issued by notes of the Company and guaranteed by the Guarantors which debt securities and guarantees Issuer that are substantially identical in all material respects to the Notes, except that the Exchange Notes shall have been registered, contain no restrictive legend thereon and omit provisions relating to Additional Interest (the Guarantees ("EXCHANGE NOTES"), and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or is any such identical trust indenture as are necessary to comply with the Indenture TIA) and which which, in either case, has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act (such new debt securities, together with such guarantees, hereinafter called “Exchange Securities”)TIA. The Exchange Securities will be issued as evidence of Offer shall comply with all applicable tender offer rules and regulations under the same continuing indebtedness of the Company Exchange Act and will not constitute the creation of new indebtednessother applicable law. The Company and the Guarantors agree to Issuer shall use their respective its reasonable best efforts to to: (x) cause the Exchange Offer Registration Statement filed pursuant to this Section 2.1(a) to be declared effective under the Securities Act as promptly soon as practicable after filingthe date on which it was filed (the "EXCHANGE FILING DATE"), but in no event not later than one-hundred eighty the Exchange Effectiveness Date; (180y) days keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the Issue Date. As soon as practicable following the Effective Date date that notice of the Exchange Registration Statement, but in any event within three Offer is mailed to Holders; and (3z) Business Days of such date, the Company shall notify the Holders of the effectiveness of the Exchange Registration Statement. When effective, the Exchange Registration Statement (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in the Exchange Registration Statement, in the light of the circumstances under which a statement is made). The Company and the Guarantors further agree to use their respective reasonable best efforts to commence and complete consummate the Exchange Offer on or prior to forty-five (45) days after such Exchange Registration Statement has become effective, hold the 60th day following the date on which the Exchange Offer open for not less than twenty (20) Business Days and exchange Registration Statement is declared effective by the SEC. If, after the Exchange Securities for all Notes that have been properly tendered and not withdrawn on Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or prior to the expiration issuance of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if Notes thereunder is prevented by any stop order, injunction or other order or requirement of the Exchange Securities received by Holders SEC or any other than Restricted Holders in governmental agency or court, the Exchange Offer are, upon receipt, transferable by each such Holder without restriction under the Securities Act and the Exchange Act (subject to any restrictions as a result of the Holder’s being Affiliates) and without material restrictions under blue sky or securities laws of a substantial majority of the States of the United States. The Exchange Offer Registration Statement shall be deemed not to have been completed upon the earlier to occur become effective for purposes of (i) the Company having exchanged the Exchange Securities for all outstanding Notes pursuant this Agreement. Notwithstanding anything to the Exchange Offer and contrary in this Agreement, at any time, the Issuer may delay the filing of any Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 90 days in any consecutive twelve month period, if the Board of Managers of the Issuer determine in good faith that the filing of any such Registration Statement (iior the effectiveness or continuing effectiveness thereof) would require the Company having exchangeddisclosure of non-public material information that, pursuant in the reasonable judgment of the Board of Managers of the Issuer, would be detrimental to the Exchange OfferIssuer if so disclosed or would otherwise materially adversely affect a financing, Exchange Securities for all Notes that have been properly tendered and not withdrawn before the expiration of the Exchange Offeracquisition, which shall be on a date that is not less than twenty (20) Business Days following the commencement of the Exchange Offerdisposition, merger or other material transaction.