Common use of Exchange Offer Clause in Contracts

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use its commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a senior unsecured basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”) that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue (A) from the later of (a) the last date on which interest was paid on such Note or (b) if the Notes Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall (x) use its commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or prior to July 25, 2014 (or if such day is not a Business Day, the 360th day following the Issue Datenext succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), any Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by the Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts The Company agrees to file with the SEC, no later than Commission on or before the Filing Date, a Registration Statement Date an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of senior debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except Notes (the "Exchange Securities") (and that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which that is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification of such trust indenture under the TIA) and which, in either case, conforms to the requirements necessary for qualification that has been qualified under the TIA), except that the Exchange Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall will be registered under the Securities Act on the appropriate form (the "Exchange Offer Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall Company agrees to use its reasonable best efforts (xi) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared become effective under and to commence the Securities Act Exchange Offer on or before prior to the Effectiveness Date; , (yii) to keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after (the date that notice last day of such period, the Exchange Offer is mailed to Holders; "Expiration Date") and (ziii) consummate to exchange Exchange Securities for all Notes validly tendered and not withdrawn pursuant to the Exchange Offer on or prior to the 360th fifth day following the Issue Expiration Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required deemed to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesAct. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesSecurities, Exchange Notes as Securities to which Section 2(c)(iv2(c)(v) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes Securities and other than Exchange Notes Securities as to which clause 2(c)(ivSection 2(c)(v) hereof applies) pursuant to Section 3 hereofof this Agreement. No securities Securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use its commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon thereon, (ii) subject to compliance herewith, the Exchange Notes shall not be subject to any increase in annual interest rate as set forth in Section 4(a) hereof and (iiiii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall (x) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 240th day following the Issue Dateclosing date of the Acquisition (or if such 240th day is not a Business Day, the next succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.with

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use commercially its reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a senior unsecured basis by the GuarantorsGuarantors (together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a Broker-Dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Exchange Notes Securities as to which Section 2(c)(iv2(c)(iii) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes (other than Private Exchange Notes Securities and Exchange Notes Securities as to which clause 2(c)(iv2(c)(iii) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the The Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes shall contain no restrictive legend thereon (the “Exchange Notes”), (ii) no Additional Interest will ever accrue or be paid with respect to the Exchange Notes; and (iiiii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement, unless such interference is cured within 30 Business Days. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are is being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; (iii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iiiiv) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notesapplicable; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use its commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use its commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and to the extent a Shelf Notice is delivered pursuant to Section 2(c) hereof, will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the any prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, ) that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer Offer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in in, the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their its Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Notes, Exchange Notes as to which clause 2(c)(iv) hereof appliesapplies and Exchange Notes held by Participating Broker-Dealers) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of the SEC, the Issuers shall use commercially reasonable efforts agrees to file with the SEC, SEC no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Subsidiary Guarantors, that which are identical in all material respects to the Notes (the "Exchange Notes, except that ") (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Each of the Issuers shall agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 calendar days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Registration Statement is declared effective. Each Holder (includingIf after such Exchange Registration Statement is initially declared effective by the SEC, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to or the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) issuance of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder northereunder is interfered with by any stop order, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities injunction or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.order or

Exchange Offer. (a) Unless As promptly as reasonably practicable following the later of the Execution Date and the filing of NRGY’s Form 10-Q for the quarter ended March 31, 2012, Acquirer shall prepare an offer to exchange relating to the issuance of the Exchange Notes pursuant to the Exchange Offer would violate applicable law (including any amendments or supplements thereto, the “Offer to Exchange”) and as promptly as reasonably practicable thereafter commence the Exchange Offer. Acquirer shall also take any action required to be taken under any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file state securities Laws in connection with the SECExchange Offer, no later than and NRGY shall furnish all information concerning NRGY and the Filing Dateholders of NRGY Notes as may be reasonably requested in connection with any such action; provided, however, that Acquirer shall not be required to qualify or register as a Registration Statement foreign entity or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or registered or where it would be subject to taxation as a foreign entity. No amendment or supplement to the Offer to Exchange will be made by Acquirer without NRGY’s prior consent (the “which shall not be unreasonably withheld, delayed or conditioned) and without providing NRGY a reasonable opportunity to review and comment thereon. The Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical will comply in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules requirements of the federal securities laws, and regulations under the Offer to Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts will not contain any untrue statement of a material fact or omit to cause the Exchange Offer Registration Statement state any material fact required to be declared effective stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice completion of the Exchange Offer any information relating to Acquirer or NRGY, or any of their respective Affiliates, officers or directors, is mailed to Holders; and (z) consummate the Exchange Offer on discovered by Acquirer or prior NRGY which should be set forth in an amendment or supplement to the 360th day following Offer to Exchange, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Issue Date. Each Holder (includingstatements therein, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be required to represent promptly circulated to the Issuers in writing (which may be contained in the applicable letter holders of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NRGY Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities (other than the Private Exchange Securities, if any) for a like aggregate principal amount of debt securities of the Company Issuer (the “"Exchange Notes”), guaranteed on a senior basis by the Guarantors, Securities") that are substantially identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes Securities shall contain no restrictive legend thereon thereon, (ii) the Exchange Securities and the Private Exchange Securities shall not contain provisions for the Additional Interest contemplated in Section 4 hereof and (iiiii) interest thereon shall accrue from (A) the later of (x) the last interest payment date on which interest was paid on the Notes Securities surrendered in exchange therefor, or (y) if the Securities are surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date, or (B) if no such interest has been paidpaid on such Securities, from the Issue Date, . The Exchange Securities and which are the Private Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA, or is exempt from such qualification. The Indenture or such trust indenture shall provide that (i) the Exchange Securities shall not be subject to the transfer restrictions set forth therein but that the Private Exchange Securities shall be subject thereto and (ii) the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities shall have the right to vote or consent as a separate class on any matter. The Exchange Offer shall comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 300th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has does not have an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an “"affiliate” " (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes its Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is not a broker-dealer, such Holder is not engaging in or intends and does not intend to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder); and (vi) in connection with any resale such Holder is not acting on behalf of a Person who could not make the Exchange Notesforegoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesSecurities, Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes Securities and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to prepare and file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of debt securities of the applicable series of the Company (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable federal and state securities laws. The Issuers Company and the Guarantors shall (x) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (yx) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (zy) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Transfer Restricted Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities ActSecurities; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of either the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofor any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Transfer Restricted Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) ). In addition, all Holders of Transfer Restricted Securities shall otherwise cooperate in connection with any resale of the Company’s preparations for the Exchange NotesOffer. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Transfer Restricted Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes Transfer Restricted Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers and the Guarantors shall use their respective commercially reasonable efforts to prepare and file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company same series of the Issuers (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use their respective commercially reasonable efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer and cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed sent to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue DateDate (or if such 270th day is not a Business Day, the next succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company either Issuer or any Guarantor or, if it is an affiliate of the Companyeither Issuer or any Guarantor, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (ai) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff policy of the SEC, the Issuers shall use commercially reasonable efforts Companies and the Guarantor shall, for the benefit of the Holders, at the expense of the Companies and the Guarantor, (A) prepare and, on or prior to 270 days after the Issue Date (or if such 270th day is not a Business Day, on or prior to the first Business Day thereafter), file with the SEC, no later than the Filing Date, a Registration Statement (the “SEC an Exchange Offer Registration Statement”) Statement on an appropriate registration form with respect under the Securities Act covering the offer by the Companies and the Guarantor to a registered offer (the “Holders who are not prohibited by any law or policy of the SEC from participating in the Exchange Offer”) Offer to exchange any and all of the Registrable Transfer Restricted Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (xB) use commercially their reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC on or before prior to 325 days after the Effectiveness Date; Issue Date (yor if such 325th day is not a Business Day, on or prior to the first Business Day thereafter), (C) use their reasonable best efforts to keep such Registration Statement effective for a period of not less than 20 Business Days after the date notice of the Exchange Offer open for at least 30 days is mailed to the Holders (or longer if required by applicable law) after (such period referred to herein as the date that notice of “Exchange Period”) and (D) use their reasonable best efforts to commence the Exchange Offer and, on or prior to 360 days after the Issue Date (or if such 360th day is mailed to Holders; and (z) consummate the Exchange Offer not a Business Day, on or prior to the 360th day following the Issue Date. Each Holder (includingfirst Business Day thereafter), without limitation, each Participating Broker-Dealer) who participates issue Exchange Notes in exchange for all Notes properly tendered and not withdrawn prior thereto in the Exchange Offer. Upon the effectiveness of the Exchange Offer will be required Registration Statement, the Companies and the Guarantor shall commence the Exchange Offer, it being the objective of such Exchange Offer to represent enable each Holder eligible and electing to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any exchange Transfer Restricted Notes for Exchange Notes (assuming that such Holder (a) is not an affiliate of either of the Companies within the meaning of Rule 405 under the Securities Act, (b) is not a broker-dealer tendering Transfer Restricted Notes acquired in exchange directly from the Companies (or an affiliate of either of the Companies) for Registrable its own account, (c) acquired the Exchange Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder ’s business and (d) has an arrangement no arrangements or understanding understandings with any Person to participate in the “distribution” Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iiiNotes) neither the Holder nor, and to the actual knowledge of transfer such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of after their receipt without any limitations or restrictions on transfer under the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in under state securities or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesblue sky laws.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially their reasonable best efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, ) that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer Offer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in in, the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their its Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Notes, Exchange Notes as to which clause 2(c)(iv) hereof appliesapplies and Exchange Notes held by Participating Broker-Dealers) pursuant to Section 3 hereof. No securities other than the Exchange Notes (and other senior unsecured notes issued by the Company, the holders of which are entitled to registration rights similar to those outlined in this Agreement) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers The Issuer shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities notes of the Company (the “Exchange Notes”), guaranteed on a senior basis by the GuarantorsIssuer, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date“Exchange Notes”), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. Interest on each Exchange Note will accrue (A) from the later of (1) the last interest payment date on which interest was paid on the Note surrendered, or (2) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, such interest payment date or (B) if no interest has been paid on that Note, from the Issue Date. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least acceptance for not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to May 29, 2004. If, after the 360th day following Exchange Offer Registration Statement is initially declared effective by the Issue DateSEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i1) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii2) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; , (iii3) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” (as defined in Rule 405405 promulgated under the Securities Act) of the Company orIssuer (4) if the holder is not a broker-dealer, if that it is an affiliate not engaged in, and does not intend to engage in, the distribution of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v5) if such Holder the holder is a broker-dealer (a “Participating Broker-Dealer, such Holder has ”) that it will receive Exchange Notes for its own account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities activities, and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. Notwithstanding the foregoing, the Issuer shall include the Other Notes in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect the Prospectus contained therein pursuant to the terms of Additional Notesthe Other Registration Rights Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law law, public policy or any applicable interpretation of the staff of the SECCommission, the Issuers shall use commercially reasonable efforts to (i) file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission on an Form S-4 or another appropriate Securities Act registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of notes (including the Company (guarantees with respect thereto, the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, ) that are identical in all material respects to the Notes, Notes (except that (i) the Exchange Notes shall not contain no restrictive legend thereon and legends, terms with respect to transfer restrictions or Additional Interest upon a Registration Default), (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before within 180 days after the Effectiveness Date; date of this Agreement and (yiii) use their reasonable best efforts to consummate the Exchange Offer within 240 days after the date of this Agreement. Upon the Exchange Offer Registration Statement being declared effective by the Commission, the Issuers will offer the Exchange Notes in exchange for surrender of the Notes. The Issuers shall keep the Exchange Offer open for at least 30 not less than 20 business days (or longer if required by applicable law, including, without limitation, Regulation 14E under the Exchange Act) after the date that notice of the Exchange Offer is mailed first mailed, sent or given to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: that (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder it has an no arrangement or understanding with any Person to participate in the “distribution” public distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder it is not an “affiliate” (as defined in by Rule 405) 405 of the Company orSecurities Act of any of the Issuers, or if it is an affiliate of the Companyaffiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; applicable, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a broker-dealer, it is not engaged in, and does not intend to engage in in, a public distribution of the Exchange Notes; Notes and (v) if such Holder is a Participating Brokerbroker-Dealer, such Holder has dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities and that activities, it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use commercially its reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (zy) consummate the Exchange Offer on or prior to the 360th 365th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Securities and the Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, ) that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, (iii) the Exchange Notes shall not contain provisions for additional interest contemplated in Section 4 hereof, and which are (iv) the Exchange Notes shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 225th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuers or, if it is an affiliate of the CompanyIssuers, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of Company and the SEC, the Issuers shall Guarantors jointly and severally agrees to use commercially reasonable its best efforts to file with the SECSEC as soon as practicable after the Closing, but in no event later than the Filing Date, a Registration Statement documents pertaining to an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that which are identical in all material respects to the Notes (the "Exchange Notes, except that ") (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, 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 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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective registration statement under the Securities Act and will not contain terms with respect to transfer restrictions. The documents pertaining to the Exchange Offer shall will be filed under the Securities Act on the appropriate form (the "Exchange Registration Statement") and the Exchange Offer will comply with all applicable tender offer rules and regulations under the Exchange Act Act. Each of the Company and other applicable laws. The Issuers shall the Guarantors jointly and severally agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 150th day (or, in the event of any extension of the Exchange Offer required by applicable law, the earliest day following any such extension) following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” (as defined in Rule 405) affiliate of any of the Company or, or the Guarantors within the meaning of Rule 405 promulgated under the Securities Act or if it is such an affiliate of the Companyaffiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act Act, to the extent applicable and will provide information to be included in that is not acting on behalf of any Person who could not truthfully make the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesforegoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof appliesheld by Participating Broker-Dealers) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company and TC Funding (the “"Exchange Notes”Securities"), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes Securities shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or Securities or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 240th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company or TC Funding or, if it is an affiliate of the CompanyCompany or TC Funding, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesSecurities, Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes Securities and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially their respective reasonable best efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “"Exchange Notes”"), guaranteed on a an unsecured senior subordinated basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “"distribution” " (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially their reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a an unsecured senior subordinated basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes Securities shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or Securities or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the the, Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Ex-change Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts (A) prepare and, on or prior to 60 days after the date of original issuance of the Notes (the "ISSUE DATE"), file with the SEC, no later than the Filing Date, SEC a Registration Statement (under the “Exchange Offer Registration Statement”) on an appropriate registration form Securities Act with respect to a registered an offer (by the “Exchange Offer”) Company to exchange any and all the holders of the Registrable Notes to issue and deliver to such holders, in exchange for Notes, a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis (B) use their best efforts to cause the Registration Statement relating to the Exchange Offer to be declared effective by the Guarantors, that are identical in all material respects SEC under the Securities Act on or prior to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from 120 days after the Issue Date, and which are entitled (C) commence the Exchange Offer and use their best efforts to issue, on or prior to the benefits Consummation Date, the Exchange Notes. The offer and sale of the Indenture or a trust indenture which is identical in all material respects Exchange Notes pursuant to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall be registered pursuant to the Securities Act on the appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and duly registered or qualified under all applicable state securities or Blue Sky laws and will comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable state securities or Blue Sky laws. The Issuers Exchange Offer shall (x) use commercially reasonable efforts not be subject to cause any condition, other than that the Exchange Offer Registration Statement to be declared effective under the Securities Act on does not violate any applicable law or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice interpretation of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business staff of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesSEC. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement Issuers shall continue to apply, mutatis mutandis, solely have no further registration obligations other than with respect to Registrable Notes that are (i) Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv(ii) is applicable and Exchange Notes held by Participating Broker-Dealers, Dealers and the Company shall have no further obligation to register Registrable (iii) Notes (other than Private Exchange Notes and or Exchange Notes as to which clause 2(c)(ivSection 3(a)(iii) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional other than the Exchange Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use their commercially reasonable efforts to file with the SEC, no later than SEC (within such time as to comply with the Filing Date, requirements of the last sentence of this paragraph) a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”"EXCHANGE NOTES"), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon thereon, (ii) subject to compliance herewith, the Exchange Notes shall not be subject to any increase in annual interest rate as set forth in Section 4(a) hereof and (iiiii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Each Issuer shall (x) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) use its commercially reasonable efforts to consummate the Exchange Offer on or prior to the 360th 395th day following the Issue Dateclosing date of the Acquisition (or if such 395th day is not a Business Day, the next succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company any Issuer or, if it is an affiliate of the Companyany Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their its Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; (v) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is prohibited by any law or policy of the SEC from participating in the Exchange Offer; and (vvi) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandisMUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers; PROVIDED, and HOWEVER, that the Company Issuers shall have no further obligation to register Registrable Notes Notes, or file any Registration Statement in respect thereof, (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereofthis Agreement. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the The Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities notes of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes shall contain no restrictive legend thereon and no provision for payment of additional interest in the event of a registration default (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date“Exchange Notes”), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. Interest on each Exchange Note will accrue (A) from the later of (1) the last interest payment date on which interest was paid on the Note surrendered, or (2) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, such interest payment date or (B) if no interest has been paid on that Note, from the Issue Date. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least acceptance for not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior before November 22, 2006. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes (and related guarantees) thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to the 360th day following the Issue Datehave become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i1) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being (and related guarantees) to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii2) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes (and related guarantees) in violation of the provisions of the Securities Act; , (iii3) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” (as defined in Rule 405405 promulgated under the Securities Act) of any Issuer, (4) if the Company orholder is not a broker-dealer, if that it is an affiliate not engaged in, and does not intend to engage in, the distribution of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; (and related guarantees) and (v5) if such Holder the holder is a broker-dealer (a “Participating Broker-Dealer, such Holder has ”) that it will receive the Exchange Notes (and related guarantees) for its own account in exchange for Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities activities, and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesNotes (and related guarantees). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and related guarantees), Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable and Exchange Notes (and related guarantees) held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and related guarantees) and other than in respect of any Exchange Notes (and related guarantees) as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes (and related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes Statement; provided, however that if the Company issues under the Indenture additional 6.50% Senior Notes due 2016 (and related guarantees issuable guarantees) that are identical in respect all material respects to the Notes and have the same CUSIP number as the Notes (“Additional Notes”), the Company may include in the Exchange Offer Registration Statement a like aggregate principal amount of notes of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Additional Notes, except that such notes shall contain no restrictive legend thereon, provided further, however, that the Exchange Notes (and related guarantees) as defined in that certain Registration Rights Agreement, dated as of April 26, 2006, by and among the Company, the guarantors named therein and the Initial Purchasers relating to the Company’s 5.95% Senior Notes due 2011 may be included in the Exchange Offer Registration Statement. The period of resale restrictions applicable to any Notes previously offered and sold in reliance on Rule 144A under the Securities Act shall automatically be extended to the last day of the period of any resale restrictions imposed on such Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, Senior Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue (A) from the later of (x) the last date on which interest was paid on the such Senior Notes or (y) if such Senior Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use their respective commercially reasonable efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer and cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed sent to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 365th day following the Issue DateDate (or if such 365th day is not a Business Day, the next succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company either Issuer or any Guarantor or, if it is an affiliate of the Companyeither Issuer or any Guarantor, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Special Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv2(d)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(d)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the applicable series of the Company (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company and the Guarantors shall (x) use their respective commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 365th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of either the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofor any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers and the Guarantors shall use their respective commercially reasonable efforts to file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company applicable series of the Issuers (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use their respective commercially reasonable efforts to (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer and cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed sent to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue DateDate (or if such 270th day is not a Business Day, the next succeeding Business Day). Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company either Issuer or any Guarantor or, if it is an affiliate of the Companyeither Issuer or any Guarantor, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, with respect to any Notes that on the Registration Trigger Date are Registrable Notes, the Issuers shall use commercially their respective reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior subordinated basis secured by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply in all material respects with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Dateeffectiveness of the Exchange Offer Registration Statement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes (and related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless As promptly as reasonably practicable following the execution of this Agreement, Acquirer shall prepare a written offer to purchase any and all issued and outstanding Everest Notes in exchange for an equal principal amount of Exchange Notes pursuant to the Exchange Offer would violate applicable law (such written offer, including any amendments or any applicable interpretation of the staff of the SECsupplements thereto, the Issuers shall use commercially reasonable efforts “Offer to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration StatementExchange”) on an appropriate registration form and, subject to compliance with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder, as promptly as reasonably practicable following receipt of (i) the Carve-Out Financial Statements and (ii) a written request from the Contributor, commence the Exchange Offer; provided, however, failure of Acquirer to commence the extent applicable Offer to Exchange because Contributor fails to make the written request referred to in this sentence shall not constitute a breach of this Agreement so long as Acquirer is otherwise in compliance with this Section 5.18. Without Acquirer’s approval in its sole discretion, the duration of such Exchange Offer shall not exceed 20 Business Days and will provide information not be extended, except to accommodate the Closing Date. Acquirer shall also take any action required to be included taken under any applicable state securities Laws in the Shelf Registration Statement in accordance connection with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; Offer, and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired Contributor shall furnish all information concerning Contributor and the Registrable holders of Everest Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) may be reasonably requested in connection with any resale such action. No amendment or supplement to the Offer to Exchange will be made by Acquirer without Contributor’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing Contributor a reasonable opportunity to review and comment thereon. The Exchange Offer will comply in all material respects with all applicable requirements of the federal securities laws, and the Offer to Exchange will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the Exchange Offer, any information relating to Acquirer or Contributor, or any of their respective Affiliates, officers or directors, is discovered by Acquirer or Contributor that should be set forth in an amendment or supplement to the Offer to Exchange, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly circulated to the holders of Everest Notes. Upon consummation Acquirer shall use its commercially reasonable efforts to complete the Exchange Offer (which completion for purposes of this Section 5.18(a) shall consist of the commencement of the Exchange Offer in accordance with this Section 2, the provisions as contemplated herein and keeping such Exchange Offer open for a minimum of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers20 Business Days after its commencement, and if the Company shall have no further obligation to register Registrable Closing occurs, accepting for exchange all Everest Notes (other than Private Exchange Notes validly tendered for exchange and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesnot withdrawn).

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by applicable law laws, rules, regulations or any applicable interpretation interpretations of the staff of the SEC, the Issuers Company shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate registration form with respect to a registered offer (the “Exchange Offer”"EXCHANGE OFFER") to exchange any and all of the Registrable Notes for a like the same aggregate principal amount of debt securities notes (the "EXCHANGE NOTES") of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIAthereon. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 not less than 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesAct. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further fur- ther obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereofthis Agreement. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers and the Guarantors shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the applicable series of Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, applicable series of Senior Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the Senior Notes or if no such interest has been paid, from and (iii) the Issue Date, and which are Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 575th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company an Issuer or, if it is an affiliate of the Companyan Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(d)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company and the Guarantors shall use commercially their reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement registration statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the GuarantorsGuarantors under the Indenture, that are with terms substantially identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon thereon, and (ii) interest thereon on the Exchange Notes shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply accordance with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIAparagraph set forth immediately below. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company and the Guarantors shall (x) use commercially their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before Act. Upon the Effectiveness Date; (y) Exchange Offer Registration Statement becoming effective, the Company and the Guarantors will offer the Exchange Notes in exchange for surrender of the Notes. The Company and the Guarantors will keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; . For each Note surrendered to the Company and the Guarantors pursuant to the Exchange Offer, the Holder who surrendered such Note shall receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note will accrue (y) from the later of (i) the last interest payment date on which interest was paid on the Note surrendered in exchange therefor or (ii) if the Note is surrendered for exchange between the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid and such interest payment date, the date of such interest payment date or (z) consummate the Exchange Offer if no interest has been paid on or prior to the 360th day following such Note, from the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate or any of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofGuarantors; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has Dealer that will receive Exchange Notes for its own account in exchange for Registrable Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities activities, such Holder will deliver a prospectus with any resale of such Exchange Notes; provided that the Company and that it will comply with the applicable provisions Guarantors shall make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act (includingfor use by Participating Broker-Dealers and other persons, but not limited toif any, the with similar prospectus delivery requirements thereunder) for use in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the Notes (and any related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by applicable law laws, rules, regulations or any applicable interpretation interpretations of the staff of the SEC, the Issuers and the Guarantors shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like the same aggregate principal amount at maturity of debt securities of the Company notes (the “Exchange NotesSecurities”)) of the Issuers, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, Securities except that (i) the Exchange Notes Securities shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIAthereon. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 40th day following the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates participating in the Exchange Offer will shall be required to represent to the Issuers in writing (which may be contained in that at the applicable letter time of transmittal) that: the consummation of the Exchange Offer (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities received by such Holder will be acquired in the ordinary course of business of the Person receiving such Exchange Notesbusiness, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement will have no arrangements or understanding with any Person person to participate in the “distribution” (distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) of the Exchange Notes such Holder is not an “affiliate,” as defined in violation of the provisions Rule 405 of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, or if it is an affiliate of the Companyaffiliate, it such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; applicable, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a broker-dealer, that it is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; Securities and (v) if such Holder is a Participating Brokerbroker-Dealerdealer, such Holder has that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the be required to acknowledge that it will deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange NotesSecurities. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesSecurities, Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes Securities and other than in respect of any Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereofthis Agreement. No securities Securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers The Company shall use commercially reasonable efforts to file with the SEC, SEC no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”"EXCHANGE OFFER") on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate Accreted Value or principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that which are substantially identical in all material respects to the NotesNotes (the "EXCHANGE NOTES"), except that (i) the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Datethereon, and which are entitled to the benefits of the Indenture Indenture, or a trust indenture which is substantially identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the SEC or applicable law to effect or maintain the qualification thereof under the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawslaw. The Issuers Company shall use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Registration Statement is declared effective by the SEC. The Exchange Offer shall be deemed to have been consummated upon the earlier to occur of (i) the Company having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. For purposes of this Section 2(a) only, if after such Exchange Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act Act, and to the extent make any additional representations which may then be required by applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Noteslaw. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandisMUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Registrants determine in good faith that the Exchange Offer would violate shall not be permissible under applicable law or any applicable interpretation of the staff of the SECCommission policy, the Issuers Registrants shall use commercially reasonable efforts prepare and cause to file be filed with the SECCommission as soon as reasonably practicable after the Closing Date, no later than the Filing Datesubject to Sections 2(b) and 2(c) of this Agreement, a Registration Statement (the “an "Exchange Offer Registration --------------------------- Statement”") on for an appropriate registration form with respect offer to a registered offer exchange (the “an "Exchange Offer”") to exchange any and all of the Registrable Notes --------- -------------- Securities (subject to Section 2(c)) for a like aggregate principal amount of debt securities pass-through certificates otherwise in all material respects substantially identical to the Initial Securities (the "Exchange Securities") (and which are ------------------- entitled to the benefits of the Company (Pass Through Trust Agreements, which shall be qualified under the “Exchange Notes”)TIA in connection with such registration, guaranteed on a senior basis by the Guarantors, that or agreements which are substantially identical in all material respects to the NotesPass Through Trust Agreements), except that other than (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture Pass Through Trust Agreements or any such substantially identical trust indenture agreements as are the Pass Through Trustee and the Registrants may deem necessary in connection with the Pass Through Trustee's rights and duties or to comply with any requirements of the TIA) and which, in either case, conforms Commission to effect or maintain the requirements necessary for qualification thereof under the TIA; (ii) such changes relating to restrictions on transfer set forth in the Pass Through Trust Agreements; and (iii) such changes to remove liquidated damages provisions contemplated in Section 4 of this Agreement. The Exchange Offer shall be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable tender offer rules and regulations under the Exchange Act and with all other applicable laws. The Issuers shall (x) use commercially reasonable efforts Subject to cause the terms and limitations of Section 2(c), such Exchange Offer Registration Statement may also cover any resales of Resale Securities by any Restricted Person, in the manner or manners designated by them which, in any event, is reasonably acceptable to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) Registrants. As soon as reasonably practicable after the date that notice close of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited toOffer, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.Registrants shall:

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the The Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities notes of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes shall contain no restrictive legend thereon and no provision for payment of additional interest in the event of a registration default (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date“Exchange Notes”), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. Interest on each Exchange Note will accrue (A) from the later of (1) the last interest payment date on which interest was paid on the Note surrendered, or (2) if the Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of the exchange and as to which interest will be paid, such interest payment date or (B) if no interest has been paid on that Note, from the Issue Date. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least acceptance for not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior before November 22, 2006. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes (and related guarantees) thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to the 360th day following the Issue Datehave become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i1) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being (and related guarantees) to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii2) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes (and related guarantees) in violation of the provisions of the Securities Act; , (iii3) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” (as defined in Rule 405405 promulgated under the Securities Act) of any Issuer, (4) if the Company orholder is not a broker-dealer, if that it is an affiliate not engaged in, and does not intend to engage in, the distribution of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; (and related guarantees) and (v5) if such Holder the holder is a broker-dealer (a “Participating Broker-Dealer, such Holder has ”) that it will receive the Exchange Notes (and related guarantees) for its own account in exchange for Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities activities, and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesNotes (and related guarantees). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and related guarantees), Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is applicable and Exchange Notes (and related guarantees) held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and related guarantees) and other than in respect of any Exchange Notes (and related guarantees) as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes (and related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes Statement; provided, however that if the Company issues under the Indenture additional 5.95% Senior Notes due 2011 (and related guarantees issuable guarantees) that are identical in respect all material respects to the Notes and have the same CUSIP number as the Notes (“Additional Notes”), the Company may include in the Exchange Offer Registration Statement a like aggregate principal amount of notes of the Company, guaranteed by the Guarantors, that are identical in all material respects to the Additional Notes, except that such notes shall contain no restrictive legend thereon, provided further, however, that the Exchange Notes (and related guarantees) as defined in that certain Registration Rights Agreement, dated as of April 26, 2006, by and among the Company, the guarantors named therein and the Initial Purchasers relating to the Company’s 6.50% Senior Notes due 2016 may be included in the Exchange Offer Registration Statement. The period of resale restrictions applicable to any Notes previously offered and sold in reliance on Rule 144A under the Securities Act shall automatically be extended to the last day of the period of any resale restrictions imposed on such Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC or would not be permitted by the staff of the SEC, the Issuers Issuer shall use its commercially reasonable efforts to file cause to be filed with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are to the extent applicable, on an unsecured senior basis, in the case of the Senior Notes, and on an unsecured senior subordinated basis, in the case of the Senior Subordinated Notes (such guarantees, the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), having terms substantially identical in all material respects to the Cash Pay Notes, the Toggle Notes or the Senior Subordinated Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue (A) from the later of (x) the last date on which interest was paid on such Notes or (y) if the Notes are surrendered for Exchange Notes on a date in a period that includes the record date for an interest payment date for an interest payment to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment or (B) if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Senior Indenture or the Senior Subordinated Indenture, as applicable, or a trust indenture which is identical in all material respects to the applicable Indenture (other than such changes to the applicable Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall (x) use its commercially reasonable efforts to (w) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date; provided, however, that if such day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the any Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the such Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related guarantees), Exchange Notes Securities as to which Section 2(c)(iv2(c)(v) is applicable and Exchange Notes Securities held by the Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by applicable law or any applicable interpretation interpretations of the staff Staff of the SEC, the Issuers shall use commercially reasonable efforts Issuer and the Guarantors agree to file with the SEC, no later than SEC within 90 days after the Filing Date, Issue Date a Registration Statement (registration statement under the “Exchange Offer Registration Statement”) on an appropriate registration form Securities Act with respect to a registered an offer to exchange (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of debt securities of the Company Issuer and the Guarantors (the “"Exchange Notes”"), guaranteed on a senior basis by the Guarantors, that are which Exchange Notes will be (i) substantially identical in all material respects to the Notes, except that (i) the such Exchange Notes shall will not contain no restrictive legend thereon terms with respect to transfer restrictions and the identity of the Guarantors may change in accordance with the terms of the Indenture and, (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA, and (iii) registered pursuant to an effective Registration Statement in compliance with the Securities Act. The Exchange Offer shall will be registered pursuant to the Securities Act on an appropriate form of Registration Statement (the "Exchange Offer Registration Statement"), and will comply with all applicable tender offer rules and regulations under promulgated pursuant to the Exchange Act and other shall be duly registered or qualified pursuant to all applicable state securities or Blue Sky laws. The Issuers Exchange Offer shall (x) not be subject to any condition, other than that the Exchange Offer does not violate any applicable law, policy or interpretation of the staff of the SEC. No securities shall be included in the Exchange Offer Registration Statement other than the Transfer Restricted Securities and the Exchange Notes. The Issuer and the Guarantors agree to use commercially their reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the Securities Act on or before within 180 days after the Effectiveness Issue Date; (y) . Promptly after the Exchange Offer Registration Statement is declared effective, the Issuer and Guarantors will commence the offer of Exchange Notes in exchange for properly tendered Notes. The Issuer and Guarantors will keep the Exchange Offer open for at least 30 not less than 20 business days (or such longer if period required by applicable law) after the date that the notice of the Exchange Offer referred to below is mailed to Holders; and (z) consummate . For each Note validly tendered pursuant to the Exchange Offer on or prior Offer, the holder of such Note will receive the Exchange Notes having a principal amount at maturity equal to that of the 360th day following the Issue Datetendered Note. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation Notes, and that such Holder is not an "affiliate" of the provisions Issuer within the meaning of Rule 405 of the Securities Act; Act (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, or that if it is such an affiliate of the Companyaffiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable applicable). Each Holder that is not a Participating Broker-Dealer will be required to represent that it is not engaged in, and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends does not intend to engage in a in, the distribution of the Exchange Notes; and . Each Holder that (vi) if such Holder is a Participating Broker-Dealer, such Holder has Dealer and (ii) will receive Exchange Notes for its own account in exchange for the Transfer Restricted Securities that it acquired as the Registrable Notes as a result of market-making activities or other trading activities and will be required to acknowledge that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) deliver a Prospectus as required by law in connection with any resale of such Exchange Notes. The Issuer shall allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use the Prospectus included in the Exchange Offer Registration Statement in connection with the resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2Agreement, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, Issuer and the Company Guarantors shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) Transfer Restricted Securities pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers and the Guarantors shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, Senior Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the Senior Notes or if no such interest has been paid, from and (iii) the Issue Date, and which are Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 365th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company an Issuer or, if it is an affiliate of the Companyan Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(d)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use its commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), unconditionally guaranteed on a senior unsecured basis by the GuarantorsGuarantors in accordance with the terms of the Guarantees, that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use its commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness Date; Exchange Offer, (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; Holders and (z) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it activities, such Holder will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) hereof is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause Section 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the Notes (and, in each case, the related Guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall The Issuer agrees to use commercially reasonable its best efforts to file (and to cause any then existing Subsidiary Guarantor to file) with the SEC, SEC no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Issuer, guaranteed on a senior basis by each such Subsidiary Guarantor and secured by the Guarantorssame collateral as the Notes, that which are identical in all material respects to the Notes (the "Exchange Notes, except that ") (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act, shall not provide for Additional Interest and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall Issuer agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 calendar days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an not entered into any arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of any of the Company, it will comply with Issuers within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; Act, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a broker-dealer, that it is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; Notes and (v) if such Holder is a Participating Broker-DealerDealer (as hereinafter defined), such Holder has that it will receive Exchange Notes for its own account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities activity, and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall Issuer and the Guarantors shall, at their sole expense, use their respective commercially reasonable efforts to prepare and file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of debt securities of the Company same series of the Issuer (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a senior unsecured basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Issuer and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective. Upon an Exchange Offer Registration Statement being declared effective, the Issuer and the Guarantors shall commence the Exchange Offer. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable federal and state securities laws. The Issuers Issuer and the Guarantors shall (x) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (yx) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed sent to Holders; and (zy) consummate the Exchange Offer on or prior to the 360th 450th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Transfer Restricted Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder Holder, has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of either the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofIssuer or any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder Holder, is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Transfer Restricted Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) ). In addition, all Holders of Transfer Restricted Securities shall otherwise cooperate in connection with any resale of the Company’s and the Issuer’s preparations for the Exchange NotesOffer. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Transfer Restricted Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuer and the Guarantors shall have no further obligation to register Registrable Notes Transfer Restricted Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of the SEC, the Issuers shall use commercially reasonable efforts agrees to file with the SEC, SEC no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Subsidiary Guarantors, that which are identical in all material respects to the Notes (the "Exchange Notes, except that ") (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Each of the Issuers shall agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 calendar days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of any of the Company, it will comply with Issuers within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesAct. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially their reasonable best efforts to file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company applicable series of the Issuers (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification have been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofeither Issuer; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC or would not be permitted by the staff of the SEC, the Issuers Issuer shall use its commercially reasonable efforts to file cause to be filed with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are to the extent applicable, on an unsecured senior basis (such guarantees, the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), having terms substantially identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue (A) from the later of (x) the last date on which interest was paid on such Notes or (y) if the Notes are surrendered for Exchange Notes on a date in a period that includes the record date for an interest payment date for an interest payment to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment or (B) if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall (x) use its commercially reasonable efforts to (w) prepare and file with the SEC the Exchange Offer Registration Statement with respect to the Exchange Offer; (x) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness DateAct; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date; provided, however, that if such day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the any Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the such Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a Broker-Dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related guarantees), Exchange Notes Securities as to which Section 2(c)(iv2(c)(v) is applicable and Exchange Notes Securities held by the Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. Each of the Noteholders agrees that, subject to any limitations in the Indenture, if this Agreement has not been terminated in accordance with its terms, it shall (ai) Unless within five (5) Business Days from the date it receives the written Solicitation materials complying with this Agreement, tender or cause to be tendered all of its Notes in the Exchange Offer would violate applicable law or and will not withdraw any applicable interpretation of such Notes from the Exchange prior to the earlier of (A) the expiration of the staff Exchange or (B) the termination of this Agreement in accordance with its terms, (ii) vote to amend the Indenture and adopt the Amendment pursuant to the Solicitation, (iii) refrain from, directly or indirectly, supporting or consenting to any competing exchange offer, consent solicitation or similar transaction in respect of the SECNotes other than the Exchange and Solicitation, and (iv) not instruct or cause the Trustee to take any action that is inconsistent with the terms and conditions of this Agreement. The Company shall prepare the Solicitation, the Issuers shall use commercially reasonable efforts Amendment and the other documents to file be distributed to holders of the Notes in connection with the SEC, no later than Exchange and any document required to be filed with the Filing Date, a Registration Statement Securities and Exchange Commission (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange NotesSEC”), guaranteed on a senior basis including any registration statements required to be filed under the Securities Act of 1933, as amended, which documents shall be in form and substance reasonably satisfactory to the Noteholders and, except as otherwise may be consented to in writing by each of the GuarantorsNoteholders, that are identical consistent in all material respects with the Term Sheet and the terms of this Agreement. Each Noteholder shall, with reasonable promptness upon request by the Company, furnish to the Notes, except that (i) Company all information about itself and its affiliates reasonably necessary or appropriate for inclusion in any documents prepared by the Company in connection with the Solicitation or otherwise distributed to holders of the Notes in connection with the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from or required to be filed with the last date on which interest was paid on SEC in connection therewith, including any registration statements required to be filed under the Notes or if no such interest has been paidSecurities Act of 1933, from the Issue Dateas amended, and which are entitled hereby covenants that any such information furnished in writing by such Noteholder to the benefits of the Indenture or a trust indenture which is identical Company for inclusion in such documents shall be true and accurate in all material respects as of the time such information is provided, and shall promptly notify the Company in writing if any such information subsequently becomes untrue or inaccurate in any material respect. Each Noteholder agrees, so long as this Agreement remains in effect, that the Solicitation materials may reference the existence of this Agreement and similar agreements with other holders of Notes, provided however that such Noteholder may not be named or otherwise identified without the prior written consent of such Noteholder unless required by law or by a judicial, administrative, legislative or regulatory body. The Company covenants and represents and warrants that no exchange and consent agreement, or other agreement concerning the transactions contemplated hereby, with any other holder of Notes shall be more beneficial to such holder than the terms and conditions of this Agreement are to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply Noteholders. If this Agreement is terminated in accordance with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or its terms prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder norExchange, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation take all steps necessary to register Registrable Notes (other than Private Exchange permit the Noteholders to withdraw the tender of their Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) revoke all consents given pursuant to Section 3 hereof. No securities other than this Agreement and the Exchange Notes Solicitation and shall be included in the Exchange Offer Registration Statement or exchange notes treat such tenders and related guarantees issuable in respect of Additional Notesconsents as having not been given.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use commercially its reasonable best efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “"Exchange Notes”"), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from (A) the later of (1) the last date on which interest was paid on the Notes or (2) if a Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date, or (B) if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 240th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of the SEC, the Issuers shall use commercially reasonable efforts agrees to file with the SEC, Commission no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that which are identical in all material respects to the Notes (the "Exchange Notes, except that ") (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (including, without limitation, the guarantee provisions thereof) (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Each of the Issuers shall agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days not less than 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the date on which the Exchange Registration Statement is declared effective (but in no event later than the 180th day after the Issue Date). If after such Exchange Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (distribution of the Exchange Notes, that such Holder is not an affiliate of any Issuer within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Issuers are necessary under then-existing interpretations of the Commission in order for the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information Registration Statement to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesdeclared effective. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Securities (the "Exchange Notes"), except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or Securities or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 30th business day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by any applicable law or any and permitted by an applicable interpretation of the staff Staff of the SEC, the Issuers shall use commercially reasonable efforts agree to file with the SECSEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that which are identical in all material respects to the Notes, except that Notes and guaranteed by the Guarantors with terms identical in all material respects to the Guarantees (ithe "Exchange Securities") the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than with only 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 of the Indenture under the TIA) and which, in either case, conforms to the requirements necessary for qualification which will be qualified under the TIA. The ), except that the Exchange Offer Securities shall comply with all applicable tender offer rules and regulations have been registered pursuant to an effective Registration Statement under the Exchange Securities Act and other applicable lawsshall contain no restrictive legend thereon. The Issuers shall (x) agree to use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; Holders and (z) to consummate the Exchange Offer on or prior to the 360th day following Consummation Date. The Exchange Offer will be registered under the Issue DateSecurities Act on the appropriate form (the "Exchange Registration Statement") and will comply with all applicable tender offer rules and regulations under the Exchange Act. If after such Exchange Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement until the offering of the Registrable Securities pursuant to such Exchange Registration Statement may legally resume. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required deemed to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of Rule 501(b) of Regulation D under the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired full power and authority to exchange the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of exchange for the Exchange NotesSecurities. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable Securities and Exchange Notes Securities held by Participating Broker-DealersDealers and any Securities held by a Market Maker, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes Securities, Securities held by a Market Maker in accordance with Section 11 hereof, and Exchange Notes Securities as to which clause 2(c)(iv(c)(1)(i) hereof applies) pursuant to Section 3 hereofof this Agreement. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers and the Guarantors shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the applicable series of Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuers (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on an unsecured senior basis by Dell Technologies Inc., a Delaware corporation (“Holdings”), and on a secured senior basis by the Guarantorsother Guarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, applicable series of Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the later of (x) the last date on which interest was paid on the such series of Notes or or, if no such interest has been paid, from the Issue DateDate or (y) if such Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such Exchange Offer and as to which interest will be paid, the date of such interest payment date, (iii) the Exchange Securities will not contain provisions for the Additional Interest contemplated in Section 5 below, and which are (iv) the Exchange Securities shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers and the Guarantors shall (x) use commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed delivered to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following that is five years after the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the applicable Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the applicable Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the Company an Issuer or, if it is an affiliate of the Companyan Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 6 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 5 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the such Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Notes (and the related Guarantees) and Exchange Notes Securities as to which Section 2(c)(iv2(d)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(d)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless The Issuers shall, at the Exchange Offer would violate applicable law or any applicable interpretation sole expense of the staff of the SECCompany, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (registration statement under the “Exchange Offer Registration Statement”) on an appropriate registration form Securities Act with respect to a registered offer to exchange (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities (other than Private Exchange Securities, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that which are identical in all material respects to the Notes (the "Exchange Notes"), and which will be fully and unconditionally guaranteed on the same terms as the Guarantees by the Guarantors (such guarantees, together with the Exchange Notes, the "Exchange Securities") except that (i) the Exchange Notes Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Datethereon, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall be registered under the Securities Act on an appropriate form under the Securities Act (the "Exchange Offer Registration Statement") and shall comply with all applicable tender offer rules Regulation 14E and regulations Rule 13e-4 under the Exchange Act and (other applicable lawsthan the filing requirements of Rule 13e-4). The Issuers shall (x) use commercially reasonable their best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) . Upon the Exchange Offer Registration Statement being declared effective, the Issuers will offer the Exchange Securities in exchange for surrender of the Registrable Securities. The Issuers will keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z. For purposes of this Section 2(a) consummate only, if after such Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer on or prior the issuance of the Exchange Securities thereunder is interfered with by any stop order, injunction or other similar order or requirement of the SEC or any other governmental agency or court, such Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the 360th day following the Issue Dateperiod that such stop order, injunction or other similar order or requirement shall remain in effect. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: that (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation Securities, and (iii) such Holder is not an affiliate of the provisions Company or any of the Guarantors within the meaning of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, or if it is such an affiliate of the Companyaffiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesit. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable Securities and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes Securities pursuant to Section 3 hereof (other than Private Exchange Notes Securities and other than in respect of any Exchange Notes Securities as to which clause Section 2(c)(iv) hereof applies) pursuant to Section 3 hereof). No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the applicable series of the Company (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall Table of Contents comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company and the Guarantors shall (x) use their respective commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 270th day following the Issue Date (the “Exchange Date”). Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of the either Company or any Guarantor or, if it is an affiliate of either the CompanyCompany or any Guarantor, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv2(c)(3) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv2(c)(3) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect Table of Additional Notes.Contents

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “"Exchange Notes”"), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the NotesSecurities, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 200th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “"affiliate” " (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities notes (the "Exchange Notes") of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon thereon, and (ii) that interest thereon shall accrue from the last date on which interest was paid on the Registrable Notes so exchanged or (if no such interest has been paid, ) from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawslaw. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 210th day following the Issue Date. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” affiliate (as defined in Rule 405405 promulgated under the Securities Act) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a Participating Broker-Dealer (as defined below), that it is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; Notes and (v) if such Holder is a Participating Broker-Dealer, such Holder has Dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities and activities, that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-DealersDealers (as defined), and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the The Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities notes of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date"Exchange Notes"), and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawslaw. The Issuers shall use their commercially reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 20 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesAct. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-DealersDealers (as defined), and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and Guarantees shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers shall and the Guarantors shall, at their sole expense, use their respective commercially reasonable efforts to prepare and file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Transfer Restricted Securities of a series for a like aggregate principal amount of debt securities of the Company same series of the Issuers (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a senior unsecured basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes of such series except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Issuers and the Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective. Upon an Exchange Offer Registration Statement being declared effective, the Issuers and the Guarantors shall commence the Exchange Offer. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable federal and state securities laws. The Issuers and the Guarantors shall (x) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (yx) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed sent to Holders; and (zy) consummate the Exchange Offer on or prior to the 360th 450th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Transfer Restricted Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder Holder, has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of either the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofIssuers or any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder Holder, is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Transfer Restricted Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) ). In addition, all Holders of Transfer Restricted Securities shall otherwise cooperate in connection with any resale of the Company’s and the Issuers’ preparations for the Exchange NotesOffer. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Transfer Restricted Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuers and the Guarantors shall have no further obligation to register Registrable Notes Transfer Restricted Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the The Issuers shall use commercially reasonable efforts to file with the SECCommission, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities notes, guaranteed on a senior subordinated basis by the Guarantors of the Company (the “"Exchange Notes”"), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIAthereon. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawslaw. The Issuers shall use their best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of on which the Exchange Offer Registration Statement is mailed to Holdersdeclared effective; and (z) consummate the Exchange Offer on or prior to the 360th 30th day following the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the Commission, issue Exchange Notes for Notes tendered in the Exchange Offer. For purposes of this Section 2(a) only, if after the Exchange Offer Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, or injunction or other order of the Commission or any other governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: that (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from that such Holder is not an “affiliate” (as defined in Rule 405) affiliate of any of the Company Issuers within the meaning of the Securities Act or, if it such Holder is such an affiliate of the Companyaffiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act applicable to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; it, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a broker-dealer, that it is not engaged in, and does not intend to engage in in, a distribution of the Exchange Notes; Notes and (v) if such Holder is a Participating Brokerbroker-Dealer, such Holder has dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities and activities, that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-DealersDealers (as defined), and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes Notes, if required and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless Funding Company determines in good faith that the Exchange Offer would violate applicable law shall not be permissible under Applicable Law or any applicable interpretation of the staff of the SECCommission policy, the Issuers Funding Company shall use commercially reasonable efforts prepare and cause to file be filed with the SECCommission as soon as reasonably practicable after the Closing Date, no later than the Filing Datesubject to Sections 2(b) and 2(c) of this Agreement, a Registration Statement (the “an "Exchange Offer Registration Statement”") on for an appropriate registration form with respect offer to a registered offer exchange (the “an "Exchange Offer”") to exchange any and all of the Registrable Notes Securities (subject to Section 2(c)) for a like aggregate principal amount of debt securities of the Funding Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects substantially identical to the Notes, except that Initial Securities (ithe "Exchange Securities") the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture, which shall be qualified under the Trust Indenture Act in connection with such registration or a trust indenture which is substantially identical in all material respects to the Indenture (Indenture), other than (i) such changes to the Indenture or any such substantially identical trust indenture as are the Bond Trustee and Funding Company may deem necessary in connection with the Bond Trustee's rights and duties or to comply with any requirements of the TIA) and which, in either case, conforms Commission to effect or maintain the requirements necessary for qualification thereof under the TIATrust Indenture Act and (ii) such changes relating to restrictions on transfer set forth in the Indenture. The Exchange Offer shall be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable tender offer rules and regulations under the Exchange Act and with all other applicable lawsApplicable Laws. The Issuers Subject to the terms and limitations of Section 2(c), such Exchange Offer Registration Statement may also cover any resales of Exchange Securities by any Restricted Person, in the manner or manners designated by them which, in any event, is reasonably acceptable to Funding Company. Funding Company shall (x) use commercially its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be declared become effective under the Securities Act on or before prior to the Effectiveness Effective Date; , (yii) keep the Exchange Offer open for at least a period of not less than the shorter of (A) the period ending when the last remaining Initial Security is tendered into the Exchange Offer and (B) 30 days (or longer if required by applicable law) after from the date notice is mailed to the holders of Initial Securities (provided that notice in no event shall such period be less than the period required under applicable Federal and state securities laws), and (iii) maintain such Exchange Offer Registration Statement continuously effective for a period (the "Exchange Period") of not less than the longer of (A) the period until the consummation of the Exchange Offer is mailed to Holders; and (zB) consummate 120 days after effectiveness of the Exchange Offer on or Registration Statement, provided however, that in the event that all resales of Exchange Securities (including, subject to the time periods set forth herein, any Resale Securities and including, subject to the time periods set forth herein, any resales by broker-dealers that receive Exchange Securities for their own account pursuant to the Exchange Offer) covered by such Exchange Offer Registration Statement have been made, the Exchange Offer Registration Statement need not remain continuously effective for the period set forth in clause (B) above. Upon consummation of the Exchange Offer, Funding Company shall deliver to the Bond Trustee under the Indenture for cancellation all Initial Securities tendered by the holders thereof pursuant to the Exchange Offer and not withdrawn prior to the 360th day following the Issue Consummation Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates Restricted Person shall notify Funding Company promptly after reselling all Resale Securities held by such Restricted Person which are covered by any such Registration Statement. Each holder of Registrable Securities to be exchanged in the Exchange Offer will (other than any Restricted Person) shall be required as a condition to participating in the Exchange Offer to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: that (i) it is not an Affiliate of Funding Company, (ii) any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities to be received by it shall be acquired in the ordinary course of its business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; and (iiiii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an it shall have no arrangement or understanding with any Person person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesSecurities. Upon consummation of the an Exchange Offer in accordance with this Section 2 and compliance with the other provisions of this Section 2, Funding Company shall, subject to Sections 2(b) and 2(c), have no further obligation to register Registrable Securities pursuant to Section 3(a) of this Agreement; provided that the other provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes apply as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included set forth in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notessuch provisions.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall The Company agrees to use commercially reasonable its best efforts to file at its sole cost and expense with the SEC, SEC no later than the Filing Date, a Registration Statement unless prohibited by applicable law or SEC policy, an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of debt securities senior notes or senior bonds, as appropriate, of the Company (the “Exchange Notes”)Company, guaranteed on a senior basis by the Guarantors, that which are substantially identical in all material respects to the NotesNotes and Bonds, except that respectively (icollectively, the "Exchange Securities") the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, 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 any such identical trust indenture as are necessary to comply with any requirements of the TIASEC to effect or maintain the qualification thereof under the Trust Indenture Act) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIATrust Indenture Act), except that the Exchange Securities shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Offer Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall Company agrees to (xi) use commercially its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Target Date; (yii) keep the Exchange Offer open for at least 30 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; (iii) (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (zC) cause all necessary filings in connection with the registration and qualifications of the Exchange Securities to be made under the blue sky laws of such jurisdictions as are necessary to permit consummation of the Exchange Offer; and (iv) use its reasonable best efforts to consummate the Exchange Offer on or prior to 30 days after the 360th day following date on which the Issue DateExchange Offer Registration Statement is declared effective by the SEC; provided, however, that the Company shall not be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where they would not otherwise be required to qualify, (2) file any general consent to service of process or (3) subject themselves to taxation in any such jurisdiction if they are not so subject. Upon the Exchange Offer Registration Statement being declared effective, the Company will offer the Exchange Securities in exchange for surrender of the Securities. If after such Exchange Offer Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Securities 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: that (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being Securities received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder it has an no arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; Securities, (iii) neither it is not a broker-dealer that acquired Securities directly from the Holder norCompany, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder (iv) it is not an “"affiliate” " (as defined in Rule 405405 under the Securities Act) of the Company or, if it is such an affiliate of the Companyaffiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in (v) it is not acting on behalf of any Person who could not truthfully make the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from foregoing representations. If such Holder is engaging in or intends not a broker-dealer, such Holder will be required to represent that it is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; and (v) if Securities. If such Holder is a Participating Brokerbroker-Dealer, such Holder has dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities and activities, it will be required to acknowledge that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange NotesSecurities. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall not have no any further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) Transfer Restricted Securities pursuant to Section 3 2 hereof. No securities other than the Exchange Notes Securities shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless To the Exchange Offer would violate extent not prohibited by applicable law laws, rules, regulations or any applicable interpretation interpretations of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like the same aggregate principal amount of debt securities of the Company notes (the “Exchange Notes”)) of the Company, guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, Notes except that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification under the TIAthereon. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least not less than 30 days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 45th day following the Issue Datedate on which the Exchange Offer Registration Statement is declared effective by the SEC. If, after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being to be received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of any of the Company, it will comply with Issuers within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange NotesAct. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereofthis Agreement. No securities Notes other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, each of the Issuers Company and the Guarantors shall use their respective commercially reasonable efforts to prepare and file with the SECSEC one or more Registration Statements (each, no later than the Filing Date, a Registration Statement (the an “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Transfer Restricted Securities for a like aggregate principal amount of debt securities of the applicable series of the Company (such debt securities, the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the Guarantors, (the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are substantially identical in all material respects to the Notes, Notes except that the Exchange Notes (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue interest from (A) the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable federal and state securities laws. The Issuers Company and the Guarantors shall (x) use their respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (yx) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (zy) consummate the Exchange Offer on or prior to the 360th 450th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) substantially to the effect that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Transfer Restricted Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange NotesSecurities, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities ActSecurities; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is an “affiliate” (as defined in Rule 405) of either the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofor any Guarantor; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes Securities from such Holder is engaging in or intends to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Broker Dealer, such Holder has acquired the Registrable Notes Transfer Restricted Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) ). In addition, all Holders of Transfer Restricted Securities shall otherwise cooperate in connection with any resale of the Company’s preparations for the Exchange NotesOffer. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Transfer Restricted Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) hereof is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes Transfer Restricted Securities (other than Private Exchange Notes (and the related Guarantees) and Exchange Notes Securities as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notes.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers The Company and Holdings shall use commercially reasonable efforts to file with the SEC, SEC no later than the Filing Date, a Registration Statement Date an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes (the "Exchange Notes, except ") (and that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which that is identical in all material respects to the Indenture (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 whichthat, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes (other than Private Exchange Notes, if any) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall Company and Holdings agree to use their respective best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 160th day following the Issue Date. If after such Exchange Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) i)that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) ii)that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from iii)that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of 8 -6- the Securities Act to and is not acting on behalf of any persons or entities who could not truthfully make the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; foregoing representations, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from iv)if such Holder is engaging in or intends not a -broker-dealer, that it is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; Notes and (v) if v)if such Holder is a broker-dealer (a "Participating Broker-Dealer, such Holder has ") that will receive Exchange Notes for its won account in exchange for Notes that were acquired the Registrable Notes as a result of market-making activities or other trading activities and activities, that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of the such Exchange Notes. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Company shall use its commercially reasonable efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), unconditionally guaranteed on a senior unsecured basis by the Guarantors, Guarantors that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Company shall (x) use its commercially reasonable efforts to cause (x) prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness Date; Exchange Offer, (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; Holders and (z) consummate the Exchange Offer on or prior to the 360th 180th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their its Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) hereof is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause Section 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the Notes (and, in each case, the related Guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless The Company and the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Guarantors shall use commercially reasonable efforts to file -------------- with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form ------------------------------------- with respect to a registered offer (the “"Exchange Offer”") to exchange any and -------------- all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that ) which are identical in all material respects to the Securities (the "Exchange Notes"), except that (i) -------------- the Exchange Notes (and the Guarantors' Guarantees thereof) shall have been registered pursuant to an effective Registration Statement under the Securities Act, shall not contain provisions for Additional Interest, and shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (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, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawslaw. The Issuers Company and the Guarantors shall use their respective best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days not less than 20 Business Days (or longer if required by applicable law) after the date that notice of the such Exchange Offer is mailed to Holders; and (z) consummate the such Exchange Offer on or prior to the 360th 210th day following the Issue Date. For purposes of this Section 2(a) only, if after the Exchange Offer Registration Statement is initially declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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, the Exchange Offer Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period of such interference, until the Exchange Offer may legally resume. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required required, as a condition to its participation in the Exchange Offer, to represent to the Issuers Company in writing (which may be contained in the applicable letter of transmittal) that: that (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; , (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company or any Guarantor within the registration and prospectus delivery requirements meaning of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; Act, (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging in or intends not a broker-dealer, such Holder is not engaged in, and does not intend to engage in a in, the distribution of the Exchange Notes; and , (v) if such Holder is a Participating Brokerbroker-Dealer, such Holder has dealer that will receive Exchange Notes for its own account in exchange for Securities that were acquired the Registrable Notes as a result of market-making activities or other trading activities and that it activities, such Holder will comply with the applicable provisions of the Securities Act (including, but not limited to, the deliver a prospectus delivery requirements thereunder) in connection with any resale of such Exchange Notes and (vi) such Holder is not acting on behalf of any Persons who could not truthfully make the Exchange Notesforegoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis ------- mutandis, solely with respect to Registrable Notes that are Private Exchange -------- Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company and the Guarantors shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless The Company shall file with the Exchange Offer would violate SEC, to the extent not prohibited by any applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts to file with the SEC, no later than the Filing Date, a Registration Statement (the “"Exchange Offer Registration Statement”") on an appropriate registration form no later than the applicable Filing Date with respect to a registered an offer to exchange (the “"Exchange Offer”") to exchange any and all of the Registrable Notes Securities (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes (the "Exchange Notes, except ") (and that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which that is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the TIA) and which, in either case, conforms SEC to effect or maintain the requirements necessary for qualification thereof under the TIA)), except that the Exchange Notes (other than Private Exchange Notes, if any) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall (x) Company agrees to use commercially its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the applicable Effectiveness Date; (yii) keep the Exchange Offer open for at least 30 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer first is mailed to Holders; and (ziii) consummate the Exchange Offer on or prior to the 360th 230th day following the Issue Closing Date. If after such Exchange Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder is delayed or suspended by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement during the period of such delay or suspension until the Exchange Offer may legally resume. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from Act and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act to and is not acting on behalf of any Persons who could not truthfully make the extent applicable and will provide information to be included in foregoing representations, as well as any additional representations required or requested by the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in SEC or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesits staff. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-DealersDealers (as defined below), and the Company shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv2(d)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers The Company shall use commercially reasonable efforts to file with the SEC, SEC no later than the Filing Date, a Registration Statement Date an offer to exchange (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “"Exchange Offer”") to exchange any and all of the Registrable Notes (other than the Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes (the "Exchange Notes, except ") (and that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which that is identical in all material respects to the Indenture (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 whichthat, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes (other than Private Exchange Notes, if any) shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer offer shall be registered under the Securities Act on the appropriate form (the "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Issuers shall Company agrees to use its best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 30th day following the Issue Dateday the Exchange Registration Statement is declared effective by the SEC. If after such Exchange Registration Statement is declared effective by the SEC, the Exchange Offer or the issuance of the Exchange 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 Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the Securities Act) distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from Act and that such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is not an affiliate of the Company, it will comply with Company within the registration and prospectus delivery requirements meaning of the Securities Act to and is not acting on behalf of any persons or entities who could not truthfully make the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesforegoing representations. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer shall use commercially its reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), unconditionally guaranteed on a senior unsecured basis by the Guarantors, that are identical in all material respects to the Notes, as applicable, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on the such Notes or or, if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Notes shall be entitled to the benefits of the Indenture or a trust indenture which that is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and whichthat, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness Date; Exchange Offer, (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; Holders and (z) consummate the Exchange Offer on or prior to the 360th 455th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which representation may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer Offer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereofapplicable; (iv) if such Holder is not a broker-dealer, neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv2(c)(iii) hereof is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(ivSection 2(c)(iii) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes and the Notes (and, in each case, the related Guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the Issuers Issuer and the Guarantors shall use commercially their reasonable best efforts to file with the SEC, no later than the Filing Date, SEC a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes Securities for a like aggregate principal amount of debt securities of the Company Issuer (the “Exchange Notes”), guaranteed guaranteed, to the extent applicable, on a an unsecured senior basis by the GuarantorsGuarantors (the “New Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), that are identical in all material respects to the Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon and thereon, (ii) interest thereon shall accrue (A) from the later of (x) the last date on which interest was paid on the such Notes or (y) if such Notes are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest on such Note will be paid, the date of such interest payment date or (B) if no such interest has been paid, from the Issue Date, Date and which are (iii) the Exchange Notes shall be entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA. The Exchange Offer shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers Issuer shall use its reasonable best efforts to (x) use commercially reasonable efforts to cause prepare and file with the SEC the Exchange Offer Registration Statement with respect to be declared effective under the Securities Act on or before the Effectiveness DateExchange Offer; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date. Each Holder (including, without limitation, each Participating Broker-Dealer) who that participates in the Exchange Offer Offer, as a condition to participation in the Exchange Offer, will be required to represent to the Issuers Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes Securities acquired in exchange for Registrable Notes Securities tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes, whether or not such recipient is such Holder itselfbusiness; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an no arrangement or understanding with any Person to participate in the “distribution” distribution (within the meaning of the Securities Act) of the Exchange Notes Securities in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is not an “affiliate” (as defined in Rule 405) of the Company Issuer or, if it is an affiliate of the CompanyIssuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes Securities included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from if such Holder is engaging not a broker-dealer, such Holder is not engaged in or intends and does not intend to engage in a distribution of the Exchange NotesSecurities; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notes). Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes Securities that are Private Exchange NotesNotes (and the related Guarantees), Exchange Notes Securities as to which Section 2(c)(iv) is applicable and Exchange Notes Securities held by Participating Broker-Dealers, and the Company Issuer shall have no further obligation to register Registrable Notes Securities (other than Private Exchange Notes (and the related Guarantees), Exchange Notes Securities as to which clause 2(c)(iv) hereof appliesapplies and Exchange Securities held by Participating Broker-Dealers) pursuant to Section 3 hereof. No securities other than the Exchange Securities, the Senior Subordinated Notes and the Subordinated Discount Notes (and the related guarantees) shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional NotesStatement.

Exchange Offer. (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation Each of the staff of the SEC, the Issuers shall use commercially reasonable efforts agrees to file with the SEC, Commission no later than the Filing Date, a Registration Statement an offer to exchange (the “Exchange Offer Registration Statement”"EXCHANGE OFFER") on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes (other than Private Exchange Notes, if any) for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), guaranteed on a senior basis by the Guarantors, that Companies which are identical in all material respects to the Notes, except that Notes (ithe "EXCHANGE NOTES") the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (including, without limitation, the guarantee provisions thereof) (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, conforms to the requirements necessary for qualification has been qualified under the TIA), except that the Exchange Notes shall have been registered pursuant to an effective Registration Statement under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall be registered under the Securities Act on the appropriate form (the "EXCHANGE REGISTRATION STATEMENT") and shall comply with all applicable tender offer rules and regulations under the Exchange Act and other applicable lawsAct. The Each of the Issuers shall agrees to use its reasonable best efforts to (x) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days 20 Business Days (or longer if required by applicable law) after the date that notice of the Exchange Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th 60th day following the Issue Datedate on which the Exchange Registration Statement is declared effective. If after such Exchange Registration Statement is initially declared effective by the Commission, the Exchange Offer or the issuance of the Exchange Notes thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Exchange Registration Statement shall be deemed not to have become effective for purposes of this Agreement. Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing (which may be contained in the applicable letter of transmittal) that: (i) that any Exchange Notes acquired in exchange for Registrable Notes tendered are being received by it will be acquired in the ordinary course of business of the Person receiving such Exchange Notesits business, whether or not such recipient is such Holder itself; (ii) that at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder has an will have no arrangement or understanding with any Person to participate in the “distribution” (distribution of the Exchange Notes, that such Holder is not an affiliate of any Issuer within the meaning of the Securities Act) , and any additional representations that in the written opinion of counsel to the Companies are necessary under then-existing interpretations of the Commission in order for the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information Registration Statement to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder) in connection with any resale of the Exchange Notesdeclared effective. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandisMUTATIS MUTANDIS, solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers, and the Company Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes and other than in respect of any Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of Additional Notesthis Agreement.