Common use of Exchange Offer Clause in Contracts

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act, (C) keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders, Holders and at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to cost (Ai) prepare and file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuer to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities), of if issued) for a like principal amount of Exchange Securities, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC on or prior to the 180th day after the Closing Time, (Ciii) keep the Exchange Offer use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause commence the Exchange Offer and use its reasonable best efforts to be consummated issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities, if issued) properly tendered prior thereto in the Exchange Offer not later than 270 225 days following after the Closing Date. The Exchange Securities will be issued under the IndentureTime. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer or an affiliate of the Issuer for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing “distributing” (within the meaning of the Securities Act) the Exchange Securities), and has made representations to the Company to that effect) to transfer with such Exchange Securities Securities, from and after their receipt without any receipt, having no limitations or restrictions on their transfer under the 1933 Securities Act and under state securities or “blue sky sky” laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary Trustee for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the an Initial Purchasers hold Purchaser holds any Securities acquired by them it and having such Securities have the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer shall, upon the request of any such Initial Purchaser shallPurchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities Securities, if any, shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matterIndenture. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuer shall use all commercially its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the applicable Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuer, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Securities, if issued) who wishes to exchange such Registrable Securities (other than Private Exchange Securities, if issued) for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors Issuer shall inform the Initial Purchasers Purchasers, after consultation with the Trustee and the Initial Purchasers, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities, if issued, and Exchange Securities held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Securities, if issued) pursuant to Section 2(b) hereof.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and and, as soon as practicable but not later than 90 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct within 180 days of the Closing Date, (C) use its best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its best efforts to cause the Exchange Offer to be consummated not later than 270 210 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the noticeDepositary, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors Company on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the The Company nor any of the Guarantors shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 1000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The Company and the Guarantors Operating Partnership shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Operating Partnership's cost, use their commercially reasonable efforts to (A) use its reasonable best efforts to prepare and and, as soon as practicable but not later than 90 days after the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct within 135 days of the Closing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer Offer, and (D) use its reasonable best efforts to cause the Exchange Offer to be consummated not later than 270 180 days following the Closing Date. The Exchange Securities will shall be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Operating Partnership shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Operating Partnership within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Operating Partnership for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and 's business, or (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Operating Partnership shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s 's election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will shall remain outstanding and continue to accrue interest, but will shall not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Operating Partnership upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Operating Partnership that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “"Private Exchange Securities”"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will shall have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors Operating Partnership shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors The Operating Partnership shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Operating Partnership shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will shall accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available available, and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ Operating Partnership's judgment, would reasonably be expected to impair the ability of the Company and the Guarantors Operating Partnership to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Operating Partnership shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) use all commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Act, Securities Act by the SEC not later than the date which is 270 days after the Issue Date and (Ciii) keep promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) cause within 315 days after the Exchange Offer to be consummated not later than 270 days following the Closing Issue Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, unless the Exchange Offer would not be permitted by applicable law or applicable interpretation of the staff of the SEC, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) (any Holder meeting all such requirements, hereinafter an “Eligible Holder”), and has made representations to the Company to that effect) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act furnish to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documentsdocuments (together, the “Notice”); (bii) use all commercially reasonable efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice Notice thereof is mailed furnished to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities withdraw, at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, any Notes tendered for exchange by sending to the institution specified in the noticeNotice, a telegram, telex, facsimile transmission or letter letter, received before aforesaid time, setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (ev) notify each Holder by means of the Notice that any Registrable Security Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes or portions thereof so accepted for exchangeexchange by the Company; and (iviii) issue, and cause the Trustee to promptly to authenticate and deliver to the Depositary (or if, the Exchange Securities or Private Notes are in certificated form, each Holder), Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange Notes and equal in a principal amount equal to the principal amount of the Registrable Securities of Notes surrendered by such Holder so accepted for exchangeHolder. Interest on each Exchange Security and Private Note issued pursuant to the Exchange Security Offer will accrue from the last date on which interest was paid on the Registrable Securities Note surrendered in exchange therefor or, if no interest has been paid on the Registrable Securitiessuch Note, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuance. The the staff of the SEC, the Company shall use all commercially reasonable efforts to complete the Exchange Offer and as provided above. Except as set forth herein, the Private Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC and that each Holder tendering Notes for exchange shall be an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including, without limitation, representations that (i) it is not an affiliate of the Company, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities Notes to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxx & Xxxx LLP (available February 7, 1997), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, without limitation, any no-action letter obtained based on the representations in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction and shall have made that such other representations a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as may be reasonably necessary under applicable applicable, of Regulation S-K, the SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form standard instructions for filing forms under the 1933 Act available and (iv) that no action or proceeding Securities Act, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall have been instituted or threatened in any court or by or before any governmental agency continue to apply, mutatis mutandis, solely with respect to the Registrable Securities that are Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is madeNotes held by Participating Broker-Dealers, and the Initial Purchasers Company shall have no further obligation to register the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer(other than pursuant to Section 2(b)(iii)) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ their cost, use their commercially reasonable efforts to (A) prepare and and, not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), ) of a like principal amount of Exchange Securities, (B) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act, Act within 180 days of the Closing Date and (C) keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their commercially reasonable efforts to cause the Exchange Offer to be consummated not later than 270 210 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate any letter of transmittal and any related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the an Initial Purchasers hold Purchaser holds any Initial Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any such Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors Company on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). For the avoidance of doubt, such Exchange Securities shall be likewise guaranteed by the Guarantors. The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that the Exchange Initial Securities, the Private Exchange Securities and the Private Exchange 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 Initial Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Initial Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor (or if the Exchange Security or Private Exchange Security is authenticated between a record date and an interest payment date with respect to the Registrable Securities surrendered in exchange therefor, from such interest payment date) or, if no interest has been paid on the such Registrable Securities, from the date of original issuanceClosing Date. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available available, (iv) all governmental approvals which the Company reasonably deems necessary for the consummation of the Exchange Offer and the Private Exchange shall have been obtained and (ivv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and or any of the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. (a) The Company Issuers and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to : (Ai) prepare and file with the SEC an Exchange Offer Registration Statement promptly after the date hereof, but in no event later than the Filing Date, a registration statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and offer (the issuance and delivery "EXCHANGE OFFER") to the Holders to issue and deliver to such Holders, in exchange for the Registrable Securities (other than Private Exchange Securities)Notes, of a like aggregate principal amount of Exchange Securities, ; (Bii) use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be declared become effective under as promptly as practicable after the 1933 Actfiling thereof, but in no event later than the Effectiveness Date; (Ciii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing consummation of the Exchange Offer and pursuant to its terms; and (Div) cause unless the Exchange Offer to would not be consummated not later than 270 days following permitted by a policy of the Closing Date. The SEC, commence the Exchange Securities will be issued under Offer and use their respective reasonable best efforts to, on the Indenture. Upon the effectiveness of earliest practicable date after the Exchange Offer Registration StatementStatement is declared effective, but in no event later than 30 days thereafter, consummate the Company Exchange Offer and the Guarantors shall promptly commence issue Exchange Securities in exchange for all Notes tendered prior thereto in the Exchange Offer, it being the objective of such . The Exchange Offer shall not be subject to enable each Holder eligible and electing to exchange Registrable Securities for any conditions, other than that the Exchange Securities (assuming that such Holder (a) is Offer does not an affiliate violate applicable law or any applicable interpretation of the Company within staff of the meaning of Rule 405 under the 1933 Act, SEC. (b) The Exchange Securities shall be issued under, and entitled to the benefits of, the Indenture or a trust indenture that is not a broker-dealer tendering Registrable Securities acquired directly from identical to the Company for its own account, Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification thereof under the TIA). (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company Issuers and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal that is an exhibit to the Exchange Offer Registration Statement, and any related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary a depositary for the Exchange OfferOffer with an address in the Borough of Manhattan, The City of New York; (div) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day of Business Day on which the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will Offer shall remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein)open; and (fv) otherwise comply in all respects with all laws applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange . (the “Private Exchange”d) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company Issuers and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange; and (iviii) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Notes, Exchange Securities so accepted for exchange equal in a aggregate principal amount equal to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. . (e) Interest on each Exchange Security and each Private Exchange Security will accrue from the last interest payment date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of original issuanceissue of the Notes. Each Exchange Security and each Private Exchange Security shall bear interest at the rate set forth thereon; provided, that interest with respect to the period prior to the issuance thereof shall accrue at the rate or rates borne by the Notes surrendered in exchange therefor from time to time during such period. (f) The Exchange Offer Issuers and the Private Exchange Guarantors shall not be subject to any conditions, other than (i) that include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," containing a summary statement of the positions taken or the Private Exchange, or the making of any exchange policies made by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the Exchange Offer (a "PARTICIPATING BROKER-DEALER"). Such "Plan of Distribution" section shall also allow the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including (without limitation) all Participating Brokers-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Securities. The Issuers and the Guarantors shall use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective and to amend and supplement the Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirement of the Securities Act for the shorter of : (i) such period of time as such Persons must comply with such requirements in order to resell the Exchange Securities and (ii) the due tendering of period ending when all Registrable Securities shall be in accordance with covered by the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall Registration Statement have been instituted or threatened in any court or by or before any governmental agency with respect to sold pursuant thereto (the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer"APPLICABLE PERIOD").

Exchange Offer. The Company To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Corporation and the Guarantors Trust shall, for the benefit of the HoldersHolder, at the Company’s and the Guarantors’ Corporation's cost, use their commercially reasonable its best efforts to (Ai) prepare and file cause to be filed with the SEC by the March 31 after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Act, Securities Act by the SEC not later than the April 30 after the Issue Date and (Ciii) keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Corporation and the Guarantors Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (a) is not an affiliate of the Company Corporation within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Corporation for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company Corporation and the Guarantors Trust shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interestinterest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior If the Initial Purchaser determines upon advice of its outside counsel that it is not eligible to consummation of participate in the Exchange Offer, Offer with respect to the Initial Purchasers hold exchange of Securities constituting any Securities acquired by them and having the status portion of an unsold allotment in the initial distribution, as soon as practicable upon receipt by the Company Corporation and the Guarantors upon Trust of a written request from the request of any Initial Purchaser shallPurchaser, simultaneously with the delivery of Corporation and the Exchange Securities in the Exchange OfferTrust, as applicable, shall issue and deliver to such the Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such the Initial Purchaser, a like liquidation amount of Capital Securities of the Trust, together with the Exchange Guarantee, or a like principal amount of debt securities the Subordinated Debentures of the CompanyCorporation, guaranteed by the Guarantors on a senior subordinated basisas applicable, that are identical (except that such securities shall may bear appropriate a customary legend with respect to restrictions on transfer restrictionspursuant to the Securities Act) to the Exchange Securities (the “"Private Exchange Securities”). The Exchange Securities ") and the Private Exchange Securities shall be which are issued under (i) the Indenture or (ii) an indenture identical in all material respects pursuant to the Indenture and whichIndenture, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Declaration or the Guarantee (the “TIA”), or is exempt from such qualification and shall provide which provides that the Exchange Securities shall will not be subject to the transfer restrictions set forth in the Indenture but that or the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide Declaration, as applicable, and that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters as one class and that none of neither the Exchange Securities, the Private Exchange Securities or nor the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities and the Company Corporation and the Guarantors shall use all commercially reasonable efforts Trust will seek to have cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the Private Exchange Securities bear the same CUSIP number as for the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as issued pursuant to the Exchange SecuritiesOffer. As soon as practicable after the close of the Exchange Offer and/or and, if applicable, the Private Exchange, the Corporation and the Trust, as the case may berequires, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to or the Private Exchange; (iiiii) deliver, or cause to be delivered, to the applicable Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchangeexchange by the Corporation; and (iviii) issue, and cause the applicable Trustee under the Indenture, the Declaration or the Guarantee, as applicable, to promptly to authenticate and deliver to each Holder, new Exchange Securities or Private Exchange Securities, as the case may beapplicable, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Subordinated Debentures or equal in liquidation amount to the liquidation amount to the Capital Securities of (together with the guarantee thereof) as are surrendered by such Holder so accepted for exchangeHolder. Interest Distributions on each Exchange Capital Security and interest on each Exchange Debenture and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last date on which a Distribution or interest was paid on the Registrable Securities Capital Security or the Subordinated Debenture surrendered in exchange therefor therefore or, if no Distribution or interest has been paid on the Registrable Securitiessuch Capital Security or Subordinated Debenture, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, the Corporation and the Trust shall use their best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder of Capital Securities, representations that (i) it is not an affiliate of the Trust or the Corporation, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s Capital Securities. The Corporation and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Trust shall inform the Initial Purchasers Purchaser, after consultation with the Trustee, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a),the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Corporation and the Trust shall have no further obligation to register the Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) use all commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Act, Securities Act by the SEC not later than the date which is 270 days after the Issue Date and (Ciii) keep promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) cause within 315 days after the Exchange Offer to be consummated not later than 270 days following the Closing Issue Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, unless the Exchange Offer would not be permitted by applicable law or applicable interpretation of the staff of the SEC, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) (any Holder meeting all such requirements, hereinafter an “Eligible Holder”), and has made representations to the Company to that effect) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act furnish to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documentsdocuments (together, the “Notice”); (bii) use all commercially reasonable efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice Notice thereof is mailed furnished to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities withdraw, at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, any Notes tendered for exchange by sending to the institution specified in the noticeNotice, a telegram, telex, facsimile transmission or letter letter, received before aforesaid time, setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (ev) notify each Holder by means of the Notice that any Registrable Security Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Dealer-Managers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes or portions thereof so accepted for exchangeexchange by the Company; and (iviii) issue, and cause the Trustee to promptly to authenticate and deliver to the Depositary (or if, the Exchange Securities or Private Notes are in certificated form, each Holder), Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange Notes equal in a principal amount equal to the principal amount of the Registrable Securities of Notes surrendered by such Holder so accepted for exchangeHolder. Interest on each Exchange Security and Private Note issued pursuant to the Exchange Security Offer will accrue from the last date on which interest was paid on the Registrable Securities Note surrendered in exchange therefor or, if no interest has been paid on the Registrable Securitiessuch Note, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuance. The the staff of the SEC, the Company shall use all commercially reasonable efforts to complete the Exchange Offer and as provided above. Except as set forth herein, the Private Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC and that each Holder tendering Notes for exchange shall be an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including, without limitation, representations that (i) it is not an affiliate of the Company, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities Notes to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxx & Xxxx LLP (available February 7, 1997), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, without limitation, any no-action letter obtained based on the representations in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction and shall have made that such other representations a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as may be reasonably necessary under applicable applicable, of Regulation S-K, the SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form standard instructions for filing forms under the 1933 Act available and (iv) that no action or proceeding Securities Act, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall have been instituted or threatened in any court or by or before any governmental agency continue to apply, mutatis mutandis, solely with respect to the Registrable Securities that are Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is madeNotes held by Participating Broker-Dealers, and the Initial Purchasers Company shall have no further obligation to register the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer(other than pursuant to Section 2(b)(iii)) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company and the Guarantors Issuer Trust shall, for the benefit of the Holders, at the Company’s and the Guarantors’ 's cost, use their commercially reasonable respective best efforts to (Ai) prepare and file cause to be filed with the SEC Commission within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the Commission not later than the date which is 180 days after the Issue Date, and (Ciii) keep the such Exchange Offer Registration Statement effective until for not less than 30 Business Days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer and use their respective best efforts to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities a like principal amount of New Junior Subordinated Debentures or a like liquidation amount of New Capital Securities, together with the New Guarantee, as applicable (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer Trust shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York City time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interestinterest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior If the Initial Purchaser determines upon advice of its outside counsel that it is not eligible to consummation of participate in the Exchange Offer, Offer with respect to the Initial Purchasers hold exchange of Securities constituting any Securities acquired by them and having the status portion of an unsold allotment in the initial distribution, as soon as practicable upon receipt by the Company and the Guarantors upon Issuer Trust of a written request from such Initial Purchaser, the request of any Initial Purchaser shallCompany and the Issuer Trust, simultaneously with the delivery of the Exchange Securities in the Exchange Offeras applicable, shall issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like liquidation amount of New Capital Securities of the Issuer Trust, together with the New Guarantee, or a like principal amount of debt securities the Junior Subordinated Debentures of the Company, guaranteed by the Guarantors on a senior subordinated basisas applicable, that are identical (except that such securities shall may bear appropriate a customary legend with respect to restrictions on transfer restrictionspursuant to the Securities Act) to the Exchange Securities (the “"Private Exchange Securities”). The Exchange Securities ") and the Private Exchange Securities shall be which are issued under (i) the Indenture or (ii) an indenture identical in all material respects pursuant to the Indenture and whichIndenture, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Agreement or the Guarantee (the “TIA”), or is exempt from such qualification and shall provide which provides that the Exchange Securities shall will not be subject to the transfer restrictions set forth in the Indenture but that or the Private Exchange Securities shall Trust Agreement, as applicable (other than to require minimum transfers thereof to be subject to such transfer restrictions. The Indenture in blocks of $100,000 principal amount or such indenture shall provide liquidation amount, as the case may be), and that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters as one class and that none of neither the Exchange Securities, the Private Exchange Securities or nor the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities and the Company and the Guarantors shall use all commercially reasonable efforts Issuer Trust will seek to have cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the Private Exchange Securities bear the same CUSIP number as for the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as issued pursuant to the Exchange SecuritiesOffer. As soon as practicable after the close of the Exchange Offer and/or and, if applicable, the Private Exchange, as the case may be, the Company and the Guarantors Issuer Trust, as the case requires, shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to or the Private Exchange; (iiiii) deliver, or cause to be delivered, to the applicable Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchangeexchange by the Company; and (iviii) issue, and cause the applicable Trustee under the Indenture, the Trust Agreement or the Guarantee, as applicable, to promptly to authenticate and deliver to each Holder, new Exchange Securities or Private Exchange Securities, as the case may beapplicable, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Junior Subordinated Debentures or equal in liquidation amount to the liquidation amount of the Capital Securities of (together with the guarantee thereof) as are surrendered by such Holder so accepted for exchangeHolder. Interest Distributions on each Exchange New Capital Security and interest on each New Junior Subordinated Debenture issued pursuant to the Registered Exchange Offer and Distributions or interest, as the case may be, on each Private Exchange Security issued in the Private Exchange will accrue from the last date on which a Distribution or interest was paid on the Registrable Securities Capital Security or the Junior Subordinated Debenture surrendered in exchange therefor or, if no Distribution or interest has been paid on the Registrable Securitiessuch Capital Security or Junior Subordinated Debenture, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the Commission, the Company and the Issuer Trust shall use their best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECCommission. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder of Capital Securities, representations that (i) it is not an affiliate of the Issuer Trust or the Company, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeNew Capital Securities. The Company and the Guarantors Issuer Trust shall inform the Initial Purchasers Purchaser, after consultation with the Trustee, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Company and the Issuer Trust shall have no further obligation to register the Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Unless not permitted by applicable law (after the Company and has complied with the Guarantors shallultimate paragraph of this Section 1), for the benefit of Company shall prepare and, on or prior to 90 days (such 90th day being a "Filing Deadline") after the Holdersdate on which the Initial Purchasers purchase the Offered Securities pursuant to the Purchase Agreement (the "Closing Date"), at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and file with the SEC an Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the 1933 Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Exchange Offer and the issuance and delivery Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Exchange Offer, to issue and deliver to such Holders, in exchange for the Registrable Securities (other than Private Exchange Offered Securities), of a like aggregate principal amount of debt securities of the Issuer and Guarantees of the Guarantors issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "Exchange SecuritiesNotes"). The Company shall (i) use its best efforts to have such Exchange Offer Registration Statement declared effective by the Commission under the Securities Act on or prior to 180 days after the Closing Date and (ii) unless the Exchange Offer would not be permitted by applicable law or Commission policy, (B) to cause the Company will, following the declaration of the effectiveness of the Exchange Offer Registration Statement (a) commence the Exchange Offer and (b) use its best efforts to be declared effective under issue on or prior to 30 business days after the 1933 Act, (C) keep date on which the Exchange Offer Registration Statement was declared effective until by the closing of Commission, Exchange Notes, in exchange for all Offered Securities tendered prior thereto in the Exchange Offer and (D) cause such period being called the "Exchange Offer to be consummated not later than 270 days following Registration Period"). Following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and of Transfer Restricted Securities electing to exchange Registrable the Offered Securities for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Securities Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose distribution of distributing the Exchange SecuritiesNotes and is not prohibited by any law or policy of the Commission from participating in the Exchange Offer), and has made representations to the Company to that effect) to transfer trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Offered Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. Subject to the next paragraph, for so long as any of the Securities (as defined below) are outstanding (but in no event later than 180 days after the Exchange Offer Registration Statement is declared effective). and if, in the reasonable judgment of the Initial Purchasers or their counsel, the Initial Purchasers or any of their affiliates (as defined in the rules and regulations under the Securities Act) are required to deliver a prospectus (any such prospectus, a "Market Making Prospectus") in connection with sales of the Securities, to (i) provide the Initial Purchasers and their affiliates, without charge, as many copies of the Market Making Prospectus as they may reasonably request, (ii) periodically amend the Offering Document (as defined in the Purchase Agreement) and the Exchange Offer Registration Statement so that the information contained therein complies with the requirements of Section 10(a) of the Securities Act, (iii) amend the Exchange Offer Registration Statement or amend or supplement the Market Making Prospectus when necessary to reflect any material changes in the information provided therein and promptly file such amendment or supplement with the Commission, (iv) provide the Initial Purchasers and their affiliates with copies of each amendment or supplement so filed and such other documents, including opinions of counsel and "comfort" letters, as they may reasonably request and (v) indemnify the Initial Purchasers and their affiliates with respect to the Market Making Prospectus and, if applicable, contribute to any amount paid or payable by the Purchasers and their affiliates in a manner substantially identical to that specified in [Section 7] of the Purchase Agreement (with appropriate modifications). The Company consents to the use, subject to the provisions of the Securities Act and the state securities or blue sky lawsBlue Sky laws of the jurisdictions in which the Offered Securities are offered by the Purchasers, of each Market Making Prospectus. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any -------- ------- amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchasers, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period of not less than 180 days after the consummation of the Exchange Offer. If, upon consummation of the Exchange Offer, the Initial Purchasers hold Offered Securities acquired by them as part of their initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Exchange Offer, shall issue and deliver to the Initial Purchasers upon the written request of the Initial Purchasers, in exchange (the "Private Exchange") for the Offered Securities held by the Initial Purchasers, a like principal amount of debt securities of the Issuer and Guarantees of the Guarantors issued under the Indenture and identical in all material respects to the Offered Securities (the "Private Exchange Notes"). The Offered Securities, the Exchange Notes and the Private Exchange Notes are herein collectively called the "Securities". In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 25 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”)Holders; (c) utilize the services of the Depositary a depositary for the Exchange OfferOffer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day of on which the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged;Offer shall remain open; and (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securitieslaws. As soon as practicable after the close of the Exchange Offer and/or or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) use all commercially reasonable efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 Act, Securities Act by the SEC not later than the date which is 270 days after the Issue Date and (Ciii) keep promptly offer the Exchange Notes in exchange for surrender of the Notes upon the effectiveness of the Exchange Offer Registration Statement effective until the closing of Statement, and consummate the Exchange Offer and (D) cause within 315 days after the Exchange Offer to be consummated not later than 270 days following the Closing Issue Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, unless the Exchange Offer would not be permitted by applicable law or applicable interpretation of the staff of the SEC, it being understood that the objective of such Exchange Offer is to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) (any Holder meeting all such requirements, hereinafter an “Eligible Holder”), and has made representations to the Company to that effect) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act furnish to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documentsdocuments (together, the “Notice”); (bii) use all commercially reasonable efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice Notice thereof is mailed furnished to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities withdraw, at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, any Notes tendered for exchange by sending to the institution specified in the noticeNotice, a telegram, telex, facsimile transmission or letter letter, received before aforesaid time, setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (ev) notify each Holder by means of the Notice that any Registrable Security Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes or portions thereof so accepted for exchangeexchange by the Company; and (iviii) issue, and cause the Trustee to promptly to authenticate and deliver to the Depositary (or if, the Exchange Securities or Private Notes are in certificated form, each Holder), Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange Notes equal in a principal amount equal to the principal amount of the Registrable Securities of Notes surrendered by such Holder so accepted for exchangeHolder. Interest on each Exchange Security and Private Note issued pursuant to the Exchange Security Offer will accrue from the last date on which interest was paid on the Registrable Securities Note surrendered in exchange therefor or, if no interest has been paid on the Registrable Securitiessuch Note, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuance. The the staff of the SEC, the Company shall use all commercially reasonable efforts to complete the Exchange Offer and as provided above. Except as set forth herein, the Private Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC and that each Holder tendering Notes for exchange shall be an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including, without limitation, representations that (i) it is not an affiliate of the Company, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities Notes to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxx & Xxxx LLP (available February 7, 1997), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, without limitation, any no-action letter obtained based on the representations in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction and shall have made that such other representations a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as may be reasonably necessary under applicable applicable, of Regulation S-K, the SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form standard instructions for filing forms under the 1933 Act available and (iv) that no action or proceeding Securities Act, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall have been instituted or threatened in any court or by or before any governmental agency continue to apply, mutatis mutandis, solely with respect to the Registrable Securities that are Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is madeNotes held by Participating Broker-Dealers, and the Initial Purchasers Company shall have no further obligation to register the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer(other than pursuant to Section 2(b)(iii)) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to Issuer shall (A) prepare and and, as soon as practicable following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities)Notes of each series, of a like principal amount of Exchange SecuritiesNotes of such series, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct not later than 180 calendar days following the Closing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to cause the Exchange Offer to be consummated not later than 270 within 210 calendar days following the Closing Date. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities Notes acquired directly from the Company Issuer for its own account, (c) acquired the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effectNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state the securities or blue sky lawslaws of a majority of the several states of the United States. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (a) mail as promptly as practicable after to the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder Depositary a copy of the Prospectus forming part of the Exchange Offer Registration Statement, Statement together with an appropriate letter of transmittal and related documents; (b) use its reasonable best efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 20 business days after the date notice thereof is mailed to the Holders Depositary (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to 5:00 p.m. (Eastern Standard Time), ) on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (e) notify each Holder the Depositary that any Registrable Security Notes not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange; and (iviii) cause the Trustee promptly to authenticate and deliver the respective Exchange Securities or Private Exchange Securities, as the case may be, Notes to each Holder of Registrable Securities Notes so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. The Issuer shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Participating Broker-Dealers subject to the prospectus delivery requirements of the 1933 Act for such period of time as such Participating Broker-Dealers must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) such period shall be the lesser of 90 days after the consummation of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(k) below) and (ii) the Issuer shall make such Prospectus, and any amendment or supplement thereto, available to any such Participating Broker-Dealer for use in connection with any resale of any Exchange Notes for a period of the lesser of 90 days after the consummation of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(k) below). Interest on the Exchange Notes of each Exchange Security and Private Exchange Security series will accrue from the last most recent interest payment date on to which interest was has been paid on the respective Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the such Registrable SecuritiesNotes, from the date of original issuanceClosing Date. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private ExchangeOffer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be Notes in accordance with the Exchange Offer and the Private ExchangeOffer, (iii) that each Holder of Registrable Securities Notes exchanged in the Exchange Offer shall have represented (x) that all Exchange Securities Notes to be received by it shall be acquired in the ordinary course of its business (y) that it is not an affiliate of the Issuer and (z) that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and judgment of the Guarantors’ judgmentIssuer, would reasonably be expected to impair the ability of the Company and the Guarantors Issuer to proceed with the Exchange Offer or the Private ExchangeOffer. The Company and the Guarantors Issuer shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. Each Holder of Registrable Notes who wishes to exchange such Registrable Notes for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that (i) it is not an affiliate of the Issuer, (ii) the Exchange Notes to be received by it were acquired in the ordinary course of its business and (iii) at the time of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained based on the representation in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the 1933 Act in connection with the secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Items 507 and 508, as applicable, of Regulation S-K, the SEC standard instructions for filing forms under the 1933 Act, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Issuer or an affiliate of the Issuer.

Exchange Offer. The Each of the Company and the Guarantors Guarantor shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Guarantor's cost, use their commercially reasonable efforts to (A) use its reasonable best efforts to prepare and and, as soon as practicable within 180 days following the Closing Date file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct within 270 days of the Closing Date, (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and Offer, (D) use its reasonable best efforts to cause the Exchange Offer to be consummated completed not later than 270 300 days following the Closing Date, (E) provided that the Preferred Securities meet the minimum listing requirements of the New York Stock Exchange at the time an Exchange Offer Registration Statement is declared effective, use their reasonable best efforts to list the Preferred Securities on the New York Stock Exchange within 30 days following the Exchange Offer Registration Statement being declared effective, and (F) for a period of 90 days following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the 1933 Act to any such participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer. If the Company has not completed the Exchange Offer within 365 days of the Closing Date, then the Company will file as promptly as practicable a Shelf Registration Statement (as described in Section 2.2 hereof). The Exchange Securities will be issued under the IndentureRegistrar and Transfer Agency Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of “affiliate” (as such term is defined in Rule 405 under the 1933 Act, 1000 Xxx) of the Company or the Guarantor (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or the Guarantor for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and or under state securities or blue sky laws. Exchange Securities will be issued under the Exchange Offer as evidence of the same continuing rights and preferences under the Preferred Securities and the Guarantee. Under no circumstances will the surrender of the Preferred Securities and the issue of Exchange Securities constitute new securities or obligate the Company and the Guarantor to redeem the Preferred Securities. In connection with the Exchange Offer, the Company and the Guarantors Guarantor shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)PM, New York City time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Preferred Securities exchanged; (e) notify each Holder that any Registrable Security Securities not tendered will remain outstanding and continue to accrue interestoutstanding, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold Purchaser holds any Preferred Securities acquired by them it and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Guarantor upon the request of any the Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such the Initial Purchaser in exchange (the “Private Exchange”) for the Preferred Securities held by such the Initial Purchaser, a like principal amount number of debt securities Preferred Securities of the Company, unconditionally guaranteed by the Guarantors Guarantor as to payment of distributions (“remuneración”), on a senior subordinated basisthe Preferred Securities, as well as payment of the redemption price for the Preferred Securities upon any redemption thereof and the liquidation distribution of the Preferred Securities upon the winding-up or liquidation of the Company, that are identical (except that such securities Preferred Securities and Guarantee shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture Registrar and Transfer Agency Agreement or (ii) an indenture a registrar and transfer agency agreement identical in all material respects to the Indenture Registrar and whichTransfer Agency Agreement, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture Registrar and Transfer Agency Agreement but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture Registrar and Transfer Agency Agreement or such indenture registrar and transfer agency agreement shall provide that the Exchange Securities, the Private Exchange Securities and the Preferred 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 Preferred Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors shall use all commercially its reasonable best efforts to have ensure that the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as as, the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Guarantor shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Registrable Securities properly tendered and not validly withdrawn pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee Registrar and Transfer Agent for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee Registrar and Transfer Agent promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount number equal to the principal amount number of the Registrable Securities of such Holder so accepted for exchange. Interest Distributions on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was distributions were paid on the Registrable Securities surrendered in exchange therefor or, if no interest has distributions have been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due valid tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 1000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 F-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s judgment of the Company and the Guarantors’ judgmentGuarantor, would reasonably be expected to impair the ability of the Company and or the Guarantors Guarantor to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall Guarantor shall, to the extent such information is available to the Company or the Guarantor, inform the Initial Purchasers Purchaser of the names and addresses of the Holders to whom the Exchange Offer is made, subject to the right of any Holder to object to the disclosure of such information with respect to such Holder, and the Initial Purchasers Purchaser shall have the right right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Agreement, the Company and the Guarantor shall have no further obligation to register the Registrable Securities pursuant to Section 2.2 of this Agreement.

Exchange Offer. The Company and the Guarantors Issuers shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Issuers' cost, use their commercially reasonable efforts to (A) prepare and and, as soon as practicable but not later than 45 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct on or prior to 150 days from the Closing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their reasonable best efforts to cause the Exchange Offer to be consummated not later than 270 on or prior to 30 business days following the Closing Datedate on which the Exchange Offer Registration Statement was declared effective by the SEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company Issuers for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, ) and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuers shall: (a) mail or cause to be mailed as promptly as reasonably practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Transfer Restricted Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the second to last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Transfer Restricted Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s 's election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Transfer Restricted Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company distribution and the Guarantors determine upon the request advice of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities external counsel that it is ineligible to participate in the Exchange Offer, as soon as practicable upon receipt by the Issuers of a written request from such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basisIssuers, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “"Private Exchange Securities”"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “"TIA”"), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuers shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as as, the Exchange Securities. Neither the Company nor any of the Guarantors The Issuers shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuers shall: (i) accept for exchange all Registrable Transfer Restricted Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Transfer Restricted Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Transfer Restricted Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Transfer Restricted Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Transfer Restricted Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Transfer Restricted Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Transfer Restricted Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Transfer Restricted Securities exchanged in the Exchange Offer shall have represented made customary representations in connection therewith, including that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and shall have made such other representations as may be reasonably necessary under applicable SEC rules, policy, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ Issuers' judgment, would reasonably be expected to impair the ability of the Company and the Guarantors Issuers to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Issuers shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Transfer Restricted Securities in the Exchange Offer.

Exchange Offer. (a) The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts Issuers agree to (A) prepare and file with the SEC, on or before the Filing Date, an offer to exchange (the "Exchange Offer") any and all of the Registrable Securities for a like aggregate principal amount of senior subordinated debt securities of the Company which are identical to the Notes and are guaranteed, jointly and severally, by each of the Guarantors with terms identical to the Guarantees (the "Exchange Securities") (and which are entitled to the benefits of a trust indenture that is substantially identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualification of such trust indenture under the TIA) and which 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 will be registered under the Securities Act on the appropriate form (the "Exchange Offer Registration Statement on an appropriate form Statement") and will comply with all applicable tender offer rules and regulations under the 1933 Act with respect Exchange Act. Each of the Issuers agrees to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities use its best efforts (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (Bi) to cause the Exchange Offer Registration Statement to be declared become effective under the 1933 Act, (C) keep and to commence the Exchange Offer Registration Statement effective until on or prior to the closing of the Exchange Offer and (D) cause the Exchange Offer to be consummated not later than 270 days following the Closing Effectiveness Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effectii) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 35 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (the last day of such period referred period, the "Expiration Date") and (iii) to herein as exchange Exchange Securities for all Notes validly tendered and not withdrawn pursuant to the “Exchange Period”); (c) utilize Offer on or prior to the services fifth day following the Expiration Date. Each Holder who participates in the Exchange Offer will be deemed to represent that any Exchange Securities received by it will be acquired in the ordinary course of its business, that at the time of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day Upon consummation of the Exchange PeriodOffer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities, Exchange Securities to which Section 2(c)(v) is applicable and Exchange Securities held by sending Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities and other than Exchange Securities as to which Section 2(c)(v) hereof applies) pursuant to Section 3 of this Agreement. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. (b) The Issuers shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," reasonably acceptable to the institution specified Initial Purchaser, which shall contain a summary statement of the positions taken or policies made by the Staff of the SEC (and publicly disseminated) with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities received by such broker-dealer in the noticeExchange Offer (a "Participating Broker-Dealer"). Such "Plan of Distribution" section shall also allow the use of the prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchangeincluding all Participating Broker-Dealers, and include a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in describing the case of the Initial Purchasers and means by which Participating Broker-Dealers as provided herein); and (f) otherwise comply may resell the Exchange Securities. Each of the Issuers shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all respects with all applicable laws relating Persons subject to the prospectus delivery requirements of the Securities Act for at least 180 days following the first bona fide offering of securities under such Registration Statement (or such shorter time as such Persons must comply with such requirements in order to resell the Exchange OfferSecurities) (the "Applicable Period"). If, prior to consummation of the Exchange Offer, the Initial Purchasers hold Purchaser holds any Securities Notes acquired by them it and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuers upon the request of any the Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such the Initial Purchaser Purchaser, in exchange (the “"Private Exchange”") for the Securities Notes held by such the Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities and are guaranteed, jointly and severally, by each of the Guarantors with terms identical to the Guarantees (the “"Private Exchange Securities”") (and which are issued pursuant to the same indenture as the Exchange Securities) (except for the placement of a restrictive legend on such Private Exchange Securities). The Private Exchange Securities shall bear the same CUSIP number as the Exchange Securities. Interest on the Exchange Securities and Private Exchange Securities will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date. Any indenture under which the Exchange Securities or the Private Exchange Securities will be issued shall provide that the holders of any of the Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters to which such holders are entitled to vote or consent as one class and that none of the holders of the Exchange Securities, Securities and the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The Company and (a) After the Guarantors shallCompany's Initial Public Offering, for or in the benefit event that, as of the Holdersdate that is 180 days following the date hereof, at neither the Company’s and Company nor Inter*Act has commenced an Initial Public Offering, the Guarantors’ cost, use their commercially reasonable efforts Company shall (i) cause to (A) prepare and file be filed with the SEC an Commission in no later than the Target Filing Date, a Registration Statement with respect to the Exchange Offer (the "Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange SecuritiesStatement"), of a like principal amount of Exchange Securities, (Bii) use best efforts to cause the Exchange Offer such Registration Statement to be declared effective under as soon as practicable after the 1933 ActTarget Filing Date or such earlier filing date, but in no event later than the Target Effective Date and (Ciii) keep use best efforts to Consummate the Exchange Offer Registration Statement as soon as practicable after the Target Effective Date or such earlier effective until the closing of the Exchange Offer and (D) cause the Exchange Offer to be consummated not date, but in no event later than 270 days following the Closing Target Consummation Date. The Exchange Securities Offer will be issued registered under the Indenture. Upon Securities Act on the effectiveness of appropriate form and duly registered or qualified under applicable state securities or blue sky laws and will comply with all applicable tender offer rules and regulations under the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the The Company and the Guarantors shall: (a) shall mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the . Each Holder who exchanges Registrable Securities for Exchange Securities in an Exchange Offer open for acceptance for a period of not less than 30 calendar days after shall be deemed to have represented, and at the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services request of the Depositary for the Exchange Offer; Company shall provide a letter confirming, that (dA) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case an "affiliate" of the Initial Purchasers and Participating Broker-Dealers as provided herein); and Company within the meaning of Rule 405 under the Securities Act, (fB) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held received by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 Holder will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that business, (C) such Holder will not, at the time of the consummation Consummation of the Exchange Offer it shall Offer, have no any arrangement or understanding with any person Person or the intent to enter into any such arrangement or understanding to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made (D) if such other representations Holder is a broker-dealer, such Holder acquired its Registrable Securities for its own account as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use a result of Form S-4 market-making or other appropriate form under trading activities and such Holder will deliver a prospectus in connection with any resale of Exchange Securities. Any Holder (x) who refuses to provide a letter requested in connection with an Exchange Offer pursuant to the 1933 Act available and preceding sentence or (ivy) that no action who refuses to participate in an Exchange Offer other than in the circumstances described in Section 2(b)(i) or proceeding (ii) below, shall have been instituted not be entitled to cause the Company to effect a "shelf" registration pursuant to Section 3 hereof. The Company agrees to supplement or threatened amend the Registration Statement filed in any court or by or before any governmental agency with respect to of the Exchange Offer to the extent required by applicable law, rules or regulations or by the Private Exchange which, in instructions applicable to the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of registration form used by the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.for

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretations of the staff of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and file with the SEC an Exchange Offer Registration Statement with the SEC on or prior to the 90th day following the Closing Date, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act with respect and shall relate to a proposed Exchange Offer and the issuance and delivery to the HoldersHolders who so elect, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesNotes, (B) use their best efforts to cause have the Exchange Offer Registration Statement to be declared effective by the SEC under the 1933 ActAct on or prior to the 180th day following the Closing Date, (C) keep commence the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been is declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statementeffective, together with an appropriate letter of transmittal and related documents; (bD) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"EXCHANGE PERIOD") and consummate the Exchange Offer no later than 40 business days following the date on which the Exchange Offer Registration Statement is declared effective by the SEC, (E) use their best efforts to issue, promptly after the end of the Exchange Period”);, Exchange Notes in exchange for all Transfer Restricted Securities that have been properly tendered for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer Registration Statement during the Exchange Period and thereafter until such time as the Company has issued Exchange Notes in exchange for all Transfer Restricted Securities that have been properly tendered for exchange during the Exchange Period. The Exchange Notes will be issued under the Indenture. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company that (a) it is not an affiliate of the Company or the Guarantors within the meaning of Rule 405 under the 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (d) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Transfer Restricted Securities acquired as a result of market-making or other trading activities, that such broker-dealer will deliver a prospectus in connection with any resale of such Exchange Notes, and (e) it has no arrangements or understandings with any Person to participate in the distribution of the Transfer Restricted Securities or the Exchange Notes. In connection with the Exchange Offer, the Company and the Guarantors shall additionally: (ca) utilize the services of the Depositary for the Exchange Offer; (db) permit Holders to withdraw tendered Registrable Transfer Restricted Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Transfer Restricted Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s 's election to have such Registrable Securities Notes exchanged; (ec) notify each Holder that any Registrable Security Transfer Restricted Securities not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement or accrue any additional interest pursuant to Section 2.5 hereof (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fd) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “"TIA”"), or is exempt from such qualification and shall provide that the Exchange Securities Notes shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities Notes and the Securities Notes shall vote and consent together on all matters as one class and that none of neither the Exchange Securities, Notes nor the Private Exchange Securities or the Securities Notes will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors shall: (i) accept for exchange all Registrable Transfer Restricted Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Transfer Restricted Securities so accepted for exchange; and (iviii) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Transfer Restricted Securities so accepted for exchange in a principal amount of Exchange Notes equal to the principal amount of the Registrable Transfer Restricted Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security Note, including Liquidated Damages, will accrue (a) from the later of (i) the last date on which interest was paid on the Registrable Transfer Restricted Securities surrendered in exchange therefor oror (ii) if the Transfer Restricted 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 interest has been paid on the Registrable Transfer Restricted Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeClosing Date. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right right, but not the obligation, to contact such Holders and otherwise facilitate the tender of Registrable Transfer Restricted Securities in the Exchange Offer.

Exchange Offer. The Company Except as set forth in Section 2(b) below, the Corporation and the Guarantors Trust shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Corporation's cost, use their commercially reasonable efforts to (Ai) prepare and file cause to be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and the issuance and delivery relating to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 180 days after the Issue Date, and (Ciii) keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Corporation and the Guarantors Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (ai) is not an affiliate Affiliate of the Company within Trust or the meaning of Rule 405 under the 1933 ActCorporation, (bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Corporation for its own account, (ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (div) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky lawslaws (other than requiring minimum transfers in blocks having an aggregate principal or liquidation amount, as the case may be, of $100,000). In connection with the Exchange Offer, the Company Corporation and the Guarantors Trust shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interestinterest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior If the Initial Purchaser determines upon advice of its outside counsel that it is not eligible to consummation of participate in the Exchange Offer, Offer with respect to the Initial Purchasers hold exchange of Securities constituting any Securities acquired by them and having the status portion of an unsold allotment in the initial distribution, as soon as practicable upon receipt by the Company Corporation and the Guarantors upon Trust of a written request from such Initial Purchaser, the request of any Initial Purchaser shallCorporation and the Trust, simultaneously with the delivery of the Exchange Securities in the Exchange Offeras applicable, shall issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like liquidation amount of Capital Securities of the Trust or, in the event the Trust is liquidated and Subordinated Debentures are distributed, a like principal amount of debt securities the Subordinated Debentures of the CompanyCorporation, guaranteed by together with the Guarantors on a senior subordinated basisExchange Guarantee, in each case that are identical (except that such securities shall may bear appropriate a customary legend with respect to restrictions on transfer restrictionspursuant to the Securities Act) to the Exchange Securities (the “"Private Exchange Securities”). The Exchange Securities ") and the Private Exchange Securities shall be which are issued under (i) the Indenture or (ii) an indenture identical in all material respects pursuant to the Indenture and whichIndenture, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Declaration or the Guarantee (the “TIA”), or is exempt from such qualification and shall provide which provides that the Exchange Securities shall will not be subject to the transfer restrictions set forth in the Indenture but that or the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture Declaration, as applicable (other than requiring minimum transfers in blocks having an aggregate principal or such indenture shall provide liquidation amount, as the case may be, of $100,000), and that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or and the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities and the Company Corporation and the Guarantors shall use all commercially reasonable efforts Trust will seek to have cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the Private Exchange Securities bear the same CUSIP number as for the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as issued pursuant to the Exchange SecuritiesOffer. As soon as practicable after the close of the Exchange Offer and/or and, if applicable, the Private Exchange, the Corporation and the Trust, as the case may berequires, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to or the Private Exchange; (iiiii) deliver, or cause to be delivered, to the applicable Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchangeexchange by the Corporation; and (iviii) issue, and cause the applicable Trustee under the Indenture, the Declaration or the Guarantee, as applicable, to promptly to authenticate and deliver to each Holder, new Exchange Securities or Private Exchange Securities, as the case may beapplicable, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Subordinated Debentures or equal in liquidation amount to the liquidation amount of the Capital Securities of (together with the guarantee thereof) as are surrendered by such Holder so accepted for exchangeHolder. Interest Distributions on each Exchange Capital Security and interest on each Exchange Debenture and Private Exchange Security issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last date on which a Distribution or interest was paid on the Registrable Securities Capital Security or the Subordinated Debenture surrendered in exchange therefor or, if no Distribution or interest has been paid on the Registrable Securitiessuch Capital Security or Subordinated Debenture, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, the Corporation and the Trust shall use their best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder of Capital Securities, representations that (i) it is not an Affiliate of the Trust or the Corporation, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s Capital Securities. The Corporation and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Trust shall inform the Initial Purchasers Purchaser, after consultation with the applicable Trustees, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Corporation and the Trust shall have no further obligation to register the Registrable Securities (other than Private Exchange Securities) held by any Holder pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially its reasonable commercial efforts to (A) prepare and to file with the SEC an SEC, within 120 days after the Settlement Date, the Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct within 180 days following the Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case within 240 days following the Settlement Date), (C) to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) unless the Exchange Offer would not be permitted by applicable law or SEC policy, to cause the Exchange Offer to be consummated not later than 270 within 225 days following the Closing Settlement Date (unless the Exchange Offer Registration Statement is reviewed by the SEC, in which case within 285 days following the Settlement Date). The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (aA) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActAct (an “Affiliate”), (bB) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (cC) acquired the Exchange Securities in the ordinary course of such Holder’s business and (dD) at the time of the consummation of the Exchange Offer has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and without material restrictions under state the securities or blue sky lawslaws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company and the Guarantors shallwill: (aA) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under by the 1933 Act SEC, mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bB) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (cC) utilize the services of the Depositary for the Exchange Offer; (dD) notify each Holder that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice prior to 5:00 p.m. (Eastern Time) on the last Business Day of the Exchange Period; (E) permit Holders to tender Registrable Securities according to customary guaranteed delivery procedures if such Holder cannot deliver such Registrable Securities or complete the procedures relating thereto on a timely basis prior to 5:00 p.m. (Eastern Time) on the last Business Day of the Exchange Period; (F) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), ) on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (eG) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Broker Dealers as provided herein); and (fH) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (iA) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal transmittal, which shall be an exhibit thereto; (iiB) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, deliver or cause to be delivered, delivered all Registrable Securities accepted for exchange to the Trustee for cancellation all Registrable Securities so accepted for exchangecancellation; and (ivC) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (iA) that the Exchange Offer or the Private ExchangeOffer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (iiB) the due valid tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private ExchangeOffer, (iiiC) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that (i) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) it is not a broker-dealer tendering Registrable Securities acquired directly from the Company or one of its Affiliates for its own account, (iii) all of the Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that (iv) at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Securities, and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (ivD) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeOffer. The Company and the Guarantors shall use its reasonable commercial efforts to inform the Initial Purchasers and Dealer Managers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers and Dealer Managers shall have the right right, subject to applicable securities laws, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. The Company shall use its reasonable commercial efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the 1933 Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by a Participating Broker-Dealer, such period shall terminate at the earlier to occur of (i) the expiration of 180 days following the Exchange Offer and (ii) the Expiration Date. The Company shall not be obligated to keep the Exchange Offer Registration Statement effective or to permit the use of any Prospectus forming a part of the Exchange Offer Registration Statement if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Exchange Offer Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; and provided, further, that the failure to keep the Exchange Offer Registration Statement effective and usable for offers and sales of Registrable Securities for such reasons shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default, as hereinafter defined, shall occur) and (ii) the Company promptly thereafter complies with the requirements of Section 3(L) hereof, if applicable; any such period during which the Company is excused from keeping the Exchange Offer Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a “Exchange Offer Suspension Period”; an Exchange Offer Suspension Period shall commence on and include the date that the Company gives notice to the Holders that the Exchange Offer Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Exchange Offer Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed. The Company acknowledges that pursuant to current interpretations by the SEC’s staff of Section 5 of the 1933 Act, in the absence of applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Securities for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing information substantially in the form set forth in (a) Annex A hereto, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Exchange Offer and to include in the Letter of Transmittal delivered pursuant to the Exchange Offer, the information set forth in Annex D hereto and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in an exchange for Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Item 507 or Item 508 of Regulation S-K under the 1933 Act, as applicable, in connection with such sale.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders, Holders and at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to cost (Ai) prepare and file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuer to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities)Notes, of if issued) for a like principal amount of Exchange SecuritiesNotes, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC on or prior to the 180th day after the Closing Time, (Ciii) keep the Exchange Offer use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause commence the Exchange Offer and use its reasonable best efforts to be consummated issue Exchange Notes in exchange for all Registrable Securities (other than the Private Exchange Notes, if issued) properly tendered prior thereto in the Exchange Offer not later than 270 225 days following after the Closing Date. The Exchange Securities will be issued under the IndentureTime. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Notes, if issued) for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) Securi- ties Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer or an affiliate of the Issuer for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing “distributing” (within the meaning of the Securities Act) the Exchange SecuritiesNotes), and has made representations to the Company to that effect) to transfer with such Exchange Securities Notes, from and after their receipt without any receipt, having no limitations or restrictions on their transfer under the 1933 Securities Act and under state securities or “blue sky sky” laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act deliver to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary Trustee for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the an Initial Purchasers hold Purchaser holds any Securities acquired by them it and having such Securities have the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer shall, upon the request of any such Initial Purchaser shallPurchaser, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities Notes (the “Private Exchange SecuritiesNotes”). The Exchange Securities and the Private Exchange Securities Notes, if any, shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matterIndenture. The Private Exchange Securities Notes shall be of the same series as as, and the Company and the Guarantors Issuer shall use all commercially its reasonable best efforts to have the Private Exchange Securities Notes bear the same CUSIP number as the applicable Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange SecuritiesNotes. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuer, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Note or Private Exchange SecuritiesNote, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Notes, if issued) who wishes to exchange such Registrable Securities (other than Private Exchange Notes, if issued) for Exchange Notes in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities Notes to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeNotes. The Company and the Guarantors Issuer shall inform the Initial Purchasers Purchasers, after consultation with the Trustee and the Initial Purchasers, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes, if issued, and Exchange Notes held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Notes, if issued) pursuant to Section 2(b) hereof.

Exchange Offer. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ 's cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 180 days after the Issue Date, and (Ciii) use its reasonable best efforts to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documentsdocuments (together, the "Notice"); (bii) use its reasonable best efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice Notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities withdraw, at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, any Notes tendered for exchange by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (ev) notify each Holder by means of the Notice that any Registrable Security Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Broker- Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may beOffer, the Company and the Guarantors shall: (i) : accept for exchange all Registrable Securities duly Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) Offer; deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities portions thereof so accepted for exchange by the Company; and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes equal in a principal amount equal to the principal amount of the Registrable Securities of Notes surrendered by such Holder so accepted for exchangeHolder. Interest on each Exchange Security and Private Note issued pursuant to the Registered Exchange Security Offer will accrue from the last date on which interest was paid on the Registrable Securities Note surrendered in exchange therefor or, if no interest has been paid on the Registrable Securitiessuch Note, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, the Company shall use its reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC and that each Holder tendering Notes for exchange shall be an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that (i) it is not an affiliate of the Company, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities Notes to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities Notes. Each Holder hereby acknowledges and shall have made agrees that any Participating Broker-Dealer and any such other Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no- action letters (including any no-action letter obtained based on the representations as may be reasonably necessary under applicable SEC rulesin clause (i) above), regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction and that no action or proceeding such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall have been instituted or threatened in any court or by or before any governmental agency continue to apply, mutatis mutandis, solely with respect to the Registrable Securities that are Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is madeNotes held by Participating Broker-Dealers, and the Initial Purchasers Company shall have no further obligation to register the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer(other than pursuant to Section 2(b)(iii)) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders, at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to cost (Ai) prepare and file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuer to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities), of ) for a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC on or prior to the 180th day after the Closing Time, (Ciii) keep the Exchange Offer use its best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause commence the Exchange Offer and use its best efforts to be consummated issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities) properly tendered prior thereto in the Exchange Offer not later than 270 225 days following after the Closing Date. The Exchange Securities will be issued under the IndentureTime. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary Trustee for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold Purchaser holds any Securities acquired by them it and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer upon the request of any the Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such the Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical to the Indenture in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification TIA and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuer shall use all commercially reasonable its best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as as, the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuer, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuer shall use its best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Securities) who wishes to exchange such Registrable Securities (other than Private Exchange Securities) for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors Issuer shall inform the Initial Purchasers Purchaser, after consultation with the Trustee and the Initial Purchaser, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) hereof.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders, at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to cost (Ai) prepare and file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuer to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities), of ) for a like principal amount of Exchange Securities, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC on or prior to the 180th day after the Closing Time, (Ciii) keep the Exchange Offer use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause commence the Exchange Offer and use its reasonable best efforts to be consummated issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities) properly tendered prior thereto in the Exchange Offer not later than 270 225 days following after the Closing Date. The Exchange Securities will be issued under the IndentureTime. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary Trustee for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold Purchaser holds any Securities acquired by them it and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer upon the request of any the Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such the Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such the Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical to the Indenture in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification TIA and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuer shall use all commercially its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as as, the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuer, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Securities) who wishes to exchange such Registrable Securities (other than Private Exchange Securities) for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors Issuer shall inform the Initial Purchasers Purchaser, after consultation with the Trustee and the Initial Purchaser, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) hereof.

Exchange Offer. The Company Except as set forth in Section 2(b) below, the Corporation and the Guarantors Trust shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable best efforts to (Ai) prepare and file cause to be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and the issuance and delivery relating to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 180 days after the Issue Date, and (Ciii) keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Corporation and the Guarantors Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Guarantee, as applicable (assuming that such Holder (ai) is not an affiliate Affiliate of the Company within Trust or the meaning of Rule 405 under the 1933 ActCorporation, (bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Corporation for its own account, (ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (div) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky lawslaws (other than requiring minimum transfers in blocks having an aggregate principal or liquidation amount, as the case may be, of $100,000). In connection with the Exchange Offer, the Company Corporation and the Guarantors Trust shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interestinterest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior If the Initial Purchaser determines upon advice of its outside counsel that it is not eligible to consummation of participate in the Exchange Offer, Offer with respect to the Initial Purchasers hold exchange of Securities constituting any Securities acquired by them and having the status portion of an unsold allotment in the initial distribution, as soon as practicable upon receipt by the Company Corporation and the Guarantors upon Trust of a written request from such Initial Purchaser, the request of any Initial Purchaser shallCorporation and the Trust, simultaneously with the delivery of the Exchange Securities in the Exchange Offeras applicable, shall issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like liquidation amount of Capital Securities of the Trust or, in the event the Trust is liquidated and Subordinated Debentures are distributed, a like principal amount of debt securities the Subordinated Debentures of the CompanyCorporation, guaranteed by together with the Guarantors on a senior subordinated basisExchange Guarantee, in each case that are identical (except that such securities shall may bear appropriate a customary legend with respect to restrictions on transfer restrictionspursuant to the Securities Act) to the Exchange Securities (the “"Private Exchange Securities”). The Exchange Securities ") and the Private Exchange Securities shall be which are issued under (i) the Indenture or (ii) an indenture identical in all material respects pursuant to the Indenture and whichIndenture, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Declaration or the Guarantee (the “TIA”), or is exempt from such qualification and shall provide which provides that the Exchange Securities shall will not be subject to the transfer restrictions set forth in the Indenture but that or the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture Declaration, as applicable (other than requiring minimum transfers in blocks having an aggregate principal or such indenture shall provide liquidation amount, as the case may be, of $100,000), and that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters as one class and that none of neither the Exchange Securities, the Private Exchange Securities or nor the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities and the Company Corporation and the Guarantors shall use all commercially reasonable efforts Trust will seek to have cause the CUSIP Service Bureau to issue the same CUSIP Numbers for the Private Exchange Securities bear the same CUSIP number as for the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as issued pursuant to the Exchange SecuritiesOffer. As soon as practicable after the close of the Exchange Offer and/or and, if applicable, the Private Exchange, the Corporation and the Trust, as the case may berequires, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to or the Private Exchange; (iiiii) deliver, or cause to be delivered, to the applicable Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchangeexchange by the Corporation; and (iviii) issue, and cause the applicable Trustee under the Indenture, the Declaration or the Guarantee, as applicable, to promptly to authenticate and deliver to each Holder, new Exchange Securities or Private Exchange Securities, as the case may beapplicable, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Subordinated Debentures or equal in liquidation amount to the liquidation amount of the Capital Securities of (together with the guarantee thereof) as are surrendered by such Holder so accepted for exchangeHolder. Interest Distributions on each Exchange Capital Security and interest on each Exchange Debenture and Private Exchange Security issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last date on which a Distribution or interest was paid on the Registrable Securities Capital Security or the Subordinated Debenture surrendered in exchange therefor or, if no Distribution or interest has been paid on the Registrable Securitiessuch Capital Security or Subordinated Debenture, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, the Corporation and the Trust shall use their reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder of Capital Securities, representations that (i) it is not an Affiliate of the Trust or the Corporation, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s Capital Securities. The Corporation and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Trust shall inform the Initial Purchasers Purchaser, after consultation with the applicable Trustees, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Corporation and the Trust shall have no further obligation to register the Registrable Securities (other than Private Exchange Securities) held by any Holder pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and In lieu of filing the Guarantors Shelf Registration Statement described in Section 2.2 (but not in lieu of the Shelf Registration Statement required in respect of Private Exchange Securities), the Issuers may effect an Exchange Offer pursuant to this Section 2.1. To effect an Exchange Offer, the Issuers shall, to the extent not prohibited by any applicable law or interpretation of the staff of the SEC, for the benefit of the Holders, at the Company’s and the GuarantorsIssuers’ cost, use their commercially reasonable efforts to (A) prepare and use their reasonable best efforts to file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities)) in the form of Second Lien Notes, of a like principal amount of Exchange Securities described in clause (a) of the definition thereof, for Registerable Securities (other than Private Exchange Securities) in the form of Third Lien Notes, of a like principal amount of Exchange Securities described in clause (b) of the definition thereof and for Registerable Securities (other than Private Exchange Securities) in the form of Unsecured Notes, of a like principal amount of Exchange Securities described in clause (c) of the definition thereof by the later of (i) March 31, 2009 and (ii) 90 days after the date on which the Notes were first issued, (B) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct by the later of (i) June 30, 2009 and (ii) 90 days after the filing of the Exchange Offer Registration Statement, (C) use their best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their best efforts to cause the Exchange Offer to be consummated not later than 270 45 days following the Closing Date. The effectiveness of the Exchange Securities Offer Registration Statement; provided, however, that the time periods set forth in clause (A) above may be extended at the written request of a majority of the Joint Lead Arrangers delivered on or prior to the date of delivery of the Sale Notice (as defined in the Bridge Agreement) in which case the time period in clause (B) will be issued under the Indentureextended by an equivalent period. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 Actany Issuer, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuers for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuers shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The Company and the Guarantors shall, for the benefit (a) Each of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts Issuers agrees to (A) prepare and file with the SEC Commission no later than the Filing Date, an offer to exchange (the "Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer Offer") any and the issuance and delivery to the Holders, in exchange for all of the Registrable Securities Notes (other than Private Exchange Securities)Notes, of if any) for a like aggregate principal amount of debt securities of the Notes Issuers which are identical in all material respects to the Notes (the "Exchange SecuritiesNotes") (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 Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA and which shall also be entitled to the benefits of the Guarantees of the Guarantors), 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 (Bthe "Exchange Registration Statement") and shall comply with all applicable tender offer rules and regulations under the Exchange Act. Each of the Issuers agrees to use its reasonable best efforts to (x) cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act, Securities Act on or before the Effectiveness Date; (C) keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (by) keep the Exchange Offer open for acceptance for a period of not less than at least 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as after the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day date that notice of the Exchange Period, by sending Offer is first mailed to Holders; and (z) consummate the Exchange Offer on or prior to the institution specified 35th day following the date 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 who participates in the noticeExchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, a telegramthat at the time of the consummation of the Exchange Offer such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election 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 Registration Statement to be declared 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 and Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have such no further obligation to register Registrable Securities exchanged;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 of this Agreement. (eb) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except The Issuers shall include within the Prospectus contained in the case Exchange Registration Statement a section entitled "Underwriting," reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the Staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the Staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers Purchasers, represent the prevailing views of the Staff of the Commission. Such "Underwriting" section shall also allow, to the extent permitted by applicable policies and regulations of the Commission, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act, including, to the extent so permitted, all Participating Broker-Dealers, and include a statement describing the manner in which Participating Broker-Dealers as provided herein); and (f) otherwise comply may resell the Exchange Notes. Each of the Issuers shall use its reasonable best efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all respects with all applicable laws relating Persons subject to the prospectus delivery requirements of the Securities Act for such period of time, not to exceed 180 days from the date the Exchange OfferOffer is consummated, as such Persons must comply with such requirements in connection with offers and sales of the Exchange Notes (the "Applicable Period"). If, prior to upon consummation of the Exchange Offer, the any Initial Purchasers hold Purchaser holds any Securities Notes acquired by them it and having the status of an unsold allotment in the an initial distribution, the Company and the Guarantors Issuers upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser Purchaser, in exchange (the “"Private Exchange”") for the Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Notes Issuers that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified Exchange Notes except for the existence of restrictions on transfer thereof under the Trust Indenture Securities Act and securities laws of 1939, as amended the several states of the United States (the “TIA”), or is exempt from such qualification "Private Exchange Notes") (and shall provide that which are issued pursuant to the same indenture as the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities Notes 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 which will have the right to vote or consent as a separate class on any matterGuarantees of the Guarantors). The Private Exchange Securities Notes shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchangeNotes. Interest on each the Exchange Security Notes and Private Exchange Security Notes will accrue from the last interest payment date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of original issuanceIssue Date. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance In connection with the Exchange Offer and Offer, the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.Issuers shall:

Exchange Offer. The Company Issuer and the Guarantors Guarantor shall, for the benefit of the Holders, at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and file use all commercially reasonable efforts to file, as soon as practicable but not later than 120 days following the Closing Date, with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 ActAct within 210 days of the Closing Date (or within 270 days of the Closing Date in the event the Exchange Offer Registration Statement is reviewed by the SEC), (C) use all commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use all commercially reasonable efforts to cause the Exchange Offer to be consummated not later than 270 30 business days (or longer, if required by the federal securities laws) following the Closing Datedate on which the Exchange Offer Registration Statement was declared effective by the SEC. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer and the Guarantors Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company Issuer for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company Issuer and the Guarantors Guarantor shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Transfer Restricted Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Transfer Restricted Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security Transfer Restricted Securities not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors Issuer on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company Issuer and the Guarantors Guarantor shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither The Issuer and the Company nor any of the Guarantors Guarantor shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company Issuer and the Guarantors Guarantor shall: (i) accept for exchange all Registrable Transfer Restricted Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoStatement; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Transfer Restricted Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Transfer Restricted Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Transfer Restricted Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Transfer Restricted Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Transfer Restricted Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Transfer Restricted Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Transfer Restricted Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the CompanyIssuer’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company Issuer and the Guarantors Guarantor to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Issuer shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Transfer Restricted Securities in the Exchange Offer.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable -------------- law or applicable SEC policy, the Issuers shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts to Issuers' cost (Ai) prepare and file with the SEC within 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Company to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities), of ) for a like principal amount of Exchange Securities, (Bii) use its best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 120 days after the Closing Time, (Ciii) keep the Exchange Offer use its commercially reasonable efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause commence the Exchange Offer and use its commercially reasonable efforts to be consummated issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Securities) properly tendered prior thereto in the Exchange Offer not later than 270 30 days following after the Closing Date. The date on which the Exchange Securities will be issued under Offer Registration Statement was declared effective by the IndentureSEC. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Securities) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuers for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements arrange ments or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuers shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”");; --------------- (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s 's election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuers upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial ---------------- Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “"Private Exchange Securities”"). --------------------------- The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical to the Indenture in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification TIA and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuers shall use all their commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as as, the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuers shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Company, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuers shall use their commercially reasonable efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Securities) who wishes to exchange such Registrable Securities (other than Private Exchange Securities) for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuers within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors shall inform the Initial Purchasers Purchasers, after consultation with the Trustee and the Initial Purchasers, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis ------- mutandis, solely with respect to Registrable Securities that are Private -------- Exchange Securities and Exchange Securities held by Participating Broker- Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) hereof.

Exchange Offer. The Company and the Subsidiary Guarantors shall, -------------- for the benefit of the Holders, at the Company’s 's and the Subsidiary Guarantors’ ' cost, use their commercially reasonable efforts to (A) prepare and file with the SEC an Exchange Offer Registration Statement with the SEC on or prior to the 75th day following the Closing Date, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act with respect and shall relate to a proposed Exchange Offer and the issuance and delivery to the HoldersHolders who so elect, in exchange for the Registrable Securities Transfer Restricted Notes (other than Private Exchange SecuritiesNotes), of a like principal amount of Exchange SecuritiesNotes, (B) use their best efforts to cause have the Exchange Offer Registration Statement to be declared effective by the SEC under the 1933 ActAct on or prior to the 120th day following the Closing Date, (C) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period") and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective until by the closing SEC, (E) use their best efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer and (D) cause Registration Statement during the Exchange Offer to be consummated not later than 270 days following Period and thereafter until such time as the Closing DateCompany has issued Exchange Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the Exchange Period. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (d) if such Holder is a broker-dealer tendering Registrable Securities acquired directly from the Company that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, (c) acquired the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (de) it has no arrangements or understandings with any Person to participate in the Exchange Offer for distribution of the purpose of distributing Transfer Restricted Notes or the Exchange Securities, and has made representations to the Company to that effectNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall: shall additionally: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable policy of the SEC, the Issuers shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Issuers' cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC within 120 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuers to the Holders, in Holders to exchange for all of the Registrable Transfer Restricted Securities (other than Private Exchange Securities), of ) for a like principal amount of Exchange Securities, (Bii) use their commercially reasonable best efforts to cause the have such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 180 days after the Issue Date, (Ciii) keep the Exchange Offer use their commercially reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause use their commercially reasonable best efforts to commence the Exchange Offer and, on or prior to be consummated not later than 270 210 days following after the Closing Issue Date. The , issue Exchange Securities will be issued under in exchange for all Securities properly tendered prior thereto in the IndentureExchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Transfer Restricted Securities (other than Private Exchange Securities) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Transfer Restricted Securities acquired directly from the Company Issuers for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, ) and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions on transfer under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuers shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), time) on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Offer an Initial Purchasers hold Purchaser holds any Securities acquired by them it and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuers upon the request of any such Initial Purchaser shall, to the extent not prohibited by any applicable law or applicable policy of the SEC, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basisGuarantors, that are issued pursuant to, and entitled to the benefits of, the Indenture and are identical (to the Exchange Securities, except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities restrictions (the “"Private Exchange Securities”"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), TIA or is exempt from such qualification and shall provide that the Exchange Securities (other than the Private Exchange Securities) shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as as, and the Company and the Guarantors Issuers shall use all their commercially reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as as, the Exchange Securities. Neither The Issuers shall use their commercially reasonable best efforts to have the Company nor any of Exchange Securities bear the Guarantors same CUSIP number as the Outstanding Notes. The Issuers shall not have any liability under this Agreement hereunder solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange SecuritiesSecurities or the Exchange Securities not bearing the same CUSIP number as the Outstanding Notes. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) in the reasonable opinion of counsel to the Issuers, the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable policy of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange nor shall any material adverse development have occurred in any such action or proceeding with respect to the Issuers, (iii) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange and (iv) the due tendering of Transfer Restricted Securities in accordance with the terms of the Exchange Offer. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuers shall: (i) accept for exchange all Registrable Transfer Restricted Securities duly or portions thereof properly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be that is an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Transfer Restricted Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuers, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Transfer Restricted Securities of surrendered by such Holder so and accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from To the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall extent not be subject to prohibited by any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff policy of the SEC, (ii) the due tendering Issuers shall use their commercially reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of Registrable the Securities shall be Act, the Exchange Act and other applicable laws in accordance connection with the Exchange Offer and the Private Exchange, (iii) that each Offer. Each Holder of Registrable Transfer Restricted Securities exchanged (other than Private Exchange Securities) who wishes to exchange such Transfer Restricted Securities for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not affiliate of the Issuers within the meaning of Rule 405 under the Securities Act, that it is not a broker-dealer tendering Transfer Restricted Securities acquired directly from the Company for its own account, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities Securities. Each Participating Broker-Dealer and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render affiliate of any of the use Issuers within the meaning of Form S-4 or other appropriate form Rule 405 under the 1933 Securities Act available and (iv) will be required to acknowledge that no action or proceeding shall have been instituted or threatened it will deliver the Prospectus included in any court or by or before any governmental agency with respect to the Exchange Offer or Registration Statement in connection with the Private resale of Exchange which, in Securities to the Company’s and extent it is subject to the Guarantors’ judgment, would reasonably be expected to impair the ability prospectus delivery requirements of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSEC. The Company and the Guarantors Issuers shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Transfer Restricted Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities that are Private Exchange Securities, Exchange Securities held by Participating Broker-Dealers and Transfer Restricted Securities entitled to a Shelf Registration pursuant to the first paragraph of Section 2(b) hereof.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, TXU Holdings shall, for the benefit of the Holders, at the Company’s and the Guarantors’ TXU Holdings cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed covering the Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 180 days after the Issue Date, and (Ciii) use its reasonable best efforts to keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors TXU Funding shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company TXU Funding or TXU Holdings within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company TXU Funding for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) (any Holder meeting all such requirements, hereinafter an "Eligible Holder"), and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company TXU Funding and the Guarantors TXU Holdings shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documentsdocuments (together, the "Notice"); (bii) use their reasonable best efforts to keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice Notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities withdraw, at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, any Notes tendered for exchange by sending to the institution specified in the noticeNotice, a telegram, telex, facsimile transmission or letter letter, received before aforesaid time, setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (ev) notify each Holder by means of the Notice that any Registrable Security Note not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Broker- Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private ExchangeOffer, as the case may be, the Company and the Guarantors TXU Funding shall: (i) accept for exchange all Registrable Securities duly Notes or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes or portions thereof so accepted for exchangeexchange by TXU Funding; and (iviii) issue, and cause the Trustee to promptly to authenticate and deliver to the Depositary (or if, the Exchange Securities or Private Notes are in certificated form, each Holder), Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange Notes equal in a principal amount equal to the principal amount of the Registrable Securities of Notes surrendered by such Holder so accepted for exchangeHolder. Interest on each Exchange Security and Private Note issued pursuant to the Registered Exchange Security Offer will accrue from the last date on which interest was paid on the Registrable Securities Note surrendered in exchange therefor or, if no interest has been paid on the Registrable Securitiessuch Note, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, TXU Funding and TXU Holdings shall use their reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SECSEC and that each Holder tendering Notes for exchange shall be an Eligible Holder. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Notes in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that (i) it is not an affiliate of TXU Funding or TXU Holdings, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities Notes to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Notes. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the Exchange Notes: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained based on the representations in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the secondary resale transaction and shall have made that such other representations a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as may be reasonably necessary under applicable applicable, of Regulation S-K, the SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form standard instructions for filing forms under the 1933 Act available and (iv) that no action or proceeding Securities Act, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from TXU Funding. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall have been instituted or threatened in any court or by or before any governmental agency continue to apply, mutatis mutandis, solely with respect to the Registrable Securities that are Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is madeNotes held by Participating Broker-Dealers, and the Initial Purchasers TXU Funding and TXU Holdings shall have no further obligation to register the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer(other than pursuant to Section 2(b)(iii)) pursuant to Section 2(b) of this Agreement.

Exchange Offer. The Company and the Guarantors shall, for the benefit (a) Each of the Holders, at the Company’s and the Guarantors’ cost, Issuers agrees to use their commercially reasonable its best efforts to (A) prepare and file with the SEC as soon as practicable after the Closing, but in no event later than the Filing Date, an offer to exchange (the "Exchange Offer Registration Statement on an appropriate form under Offer") any and all of the 1933 Act with respect to Registrable Notes for a proposed Exchange Offer and like aggregate 8 principal amount of debt securities of the issuance and delivery Company, guaranteed by the Guarantors, which are identical to the Holders, in exchange for Notes (the Registrable Securities "Exchange Notes") (and which are entitled to the benefits of the Indenture or a trust indenture which is substantially identical to the Indenture (other than Private Exchange Securitiessuch 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, has been qualified under the TIA), of a like principal amount of Exchange Securities, (B) to cause except that the Exchange Offer Notes shall have been registered pursuant to an effective Registration Statement to be declared effective under the 1933 Securities Act, . The Exchange Offer will be registered under the Securities Act on the appropriate form (Cthe "Exchange Registration Statement") keep and will comply with all applicable tender offer rules and regulations under the Exchange Offer Registration Statement effective until the closing Act. Each of the Exchange Offer and Issuers agrees to use its best efforts to (Dx) cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared to become effective under the 1933 Securities Act to each Holder a copy of on or before the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; Effectiveness Date; (by) keep the Exchange Offer open for acceptance for a period of not less than at least 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as after the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day date that notice of the Exchange Period, by sending Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to the institution specified 60th day following the date on which the Exchange Registration Statement is declared effective. Each Holder who participates in the noticeExchange Offer will be required to represent that any Exchange Notes received by it will be acquired in the ordinary course of its business, a telegram, telex, facsimile transmission that at the time of the consummation of the Exchange Offer such Holder will have no arrangement or letter setting forth understanding with any person to participate in the name distribution of such Holder, the principal amount of Registrable Securities delivered for exchangeExchange Notes, and a statement that such Holder is withdrawing not an affiliate of any of the Issuers within the meaning of Rule 405 promulgated under the Securities Act or if it is such Holder’s election an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act, to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and the extent applicable. Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to accrue interestapply, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers (as provided hereindefined below); and, and the Issuers shall have no further obligation to register Registrable Notes (other than Private Exchange Notes) pursuant to Section 3 of this Agreement. (fb) otherwise comply Each of the Issuers shall use its best efforts to keep the Exchange Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all respects with all applicable laws relating persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange OfferNotes, provided that such period shall not exceed 180 days (or such longer period if extended pursuant to the last paragraph of Section 5) (the "Applicable Period"). If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities Notes acquired by them and having having, or which are reasonably likely to be determined to have, the status of as an unsold allotment in the initial distribution, the Company and the Guarantors Issuers upon the request of any either Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser Purchaser, in exchange (the “"Private Exchange”") for the Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basisGuarantors, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “Private Exchange Securities”). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Exchange Notes (the “TIA”), or is exempt from such qualification "Private Exchange Notes") (and shall provide that which are issued pursuant to the same indenture as the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matterNotes). The Private Exchange Securities Notes shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchangeNotes. Interest on each the Exchange Security Notes and Private Exchange Security Notes will accrue from the last interest payment date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of original issuanceissue. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance In connection with the Exchange Offer and Offer, the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.Issuers shall:

Exchange Offer. The Company and the Subsidiary Guarantors shall, for the benefit of the Holders, at the Company’s and the Subsidiary Guarantors’ cost, use their commercially reasonable efforts to (A) prepare and file with the SEC an Exchange Offer Registration Statement with the SEC on or prior to the 120th day following the Closing Date, which Exchange Offer Registration Statement shall be on an appropriate form under the 1933 Act with respect and shall relate to a proposed Exchange Offer (and only to an Exchange Offer and not to the registration of the offer or sale of any other securities) and the issuance and delivery to the HoldersHolders who so elect, in exchange for the Registrable Securities Transfer Restricted Notes (other than Private Exchange SecuritiesNotes), of a like principal amount of Exchange SecuritiesNotes, (B) use their best efforts to cause have the Exchange Offer Registration Statement to be declared effective by the SEC under the 1933 ActAct on or prior to the 180th day following the Closing Date, (C) commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective, (D) keep the Exchange Offer open for acceptance for not less than 20 business days after notice thereof is mailed to Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”) and consummate the Exchange Offer no later than 30 business days following the date on which the Exchange Offer Registration Statement is declared effective until by the closing SEC, (E) use their best efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (F) use their best efforts to maintain the effectiveness of the Exchange Offer and (D) cause Registration Statement during the Exchange Offer to be consummated not later than 270 days following Period and thereafter until such time as the Closing Date. The Company has issued Exchange Securities will be issued under Notes in exchange for all Transfer Restricted Notes that have been properly tendered for exchange during the IndentureExchange Period. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder makes certain representations and warranties to the Company, including representations that (a) it is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) any Exchange Notes to be received by it will be acquired in the ordinary course of its business, (c) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, (d) if such Holder is a broker-dealer tendering Registrable Securities acquired directly from the Company that will receive Exchange Notes for its own accountaccount in exchange for Transfer Restricted Notes acquired as a result of market-making or other trading activities, (c) acquired the Exchange Securities that such broker-dealer will deliver a prospectus in the ordinary course connection with any resale of such Holder’s business Exchange Notes, and (de) it has no arrangements or understandings with any Person to participate in the Exchange Offer for distribution of the purpose of distributing Transfer Restricted Notes or the Exchange Securities, and has made representations to the Company to that effectNotes) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shallshall additionally: (a) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (c) utilize the services of the Depositary for the Exchange Offer; (db) permit Holders to withdraw tendered Registrable Securities Transfer Restricted Notes at any time prior to 5:00 p.m. (Eastern Standard Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Transfer Restricted Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities Notes exchanged; (ec) notify each Holder that any Registrable Security Transfer Restricted Notes not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fd) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities Notes acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Subsidiary Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities Notes (the “Private Exchange SecuritiesNotes”)) and guaranteed by the Subsidiary Guarantors. The Exchange Securities Notes and the Private Exchange Securities Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities Notes shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities Notes shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that the Exchange SecuritiesNotes, the Private Exchange Securities Notes and the Securities Notes shall vote and consent together on all matters as one class and that none of the Exchange SecuritiesNotes, the Private Exchange Securities Notes or the Securities Notes will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities Notes shall be of the same series as the Exchange Notes and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities Notes bear the same CUSIP number as the Exchange SecuritiesNotes. Neither The Company and the Company nor any of the Subsidiary Guarantors shall not have any liability under this Agreement solely as a result of such Private Exchange Securities Notes not bearing the same CUSIP number as the Exchange SecuritiesNotes. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Subsidiary Guarantors shall: (i) accept for exchange all Registrable Securities Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities Notes properly tendered pursuant to the Private Exchange; (iii) deliver, or cause to be delivered, deliver to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes so accepted for exchange; and (iv) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes or Private Exchange SecuritiesNotes, as the case may be, to each Holder of Registrable Securities Transfer Restricted Notes so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities Transfer Restricted Notes of such Holder so accepted for exchange. Interest on each Exchange Security Note and Private Exchange Security Note, including Additional Interest, will accrue (a) from the later of (i) the last date on which interest was paid on the Registrable Securities Transfer Restricted Notes surrendered in exchange therefor oror (ii) if the Transfer Restricted Notes 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 interest has been paid on the Registrable SecuritiesTransfer Restricted Notes, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeClosing Date. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right right, but not the obligation, to contact such Holders and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the -------------- Holders, at the Company’s and the Guarantors’ 's cost, use their commercially reasonable efforts to (Ai) prepare and unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 90 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Company to the Holders, in Holders to exchange for all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange SecuritiesNotes (as defined below), of ) for a like principal amount of Exchange SecuritiesNotes, (Bii) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the have such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than 180 days after the Closing Time (the "Target Effectiveness Date"), (Ciii) keep the Exchange Offer have ------------------------- such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause unless the Exchange Offer would not be permitted by applicable law or SEC policy, commence the Exchange Offer and use its best efforts to be consummated not later than 270 days following issue, on or prior to the Closing 30th Business Day after the date on which the Exchange Offer Registration Statement was declared effective by the SEC (the "Target ------ Consummation Date. The "), Exchange Securities will be issued under Notes in exchange for all Notes tendered prior ----------------- thereto in the IndentureExchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, Notes) and has made representations to the Company to that effect) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”");; --------------- (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, Offer the Initial Purchasers hold any Securities Notes acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private ------- Exchange”") for the Securities Notes held by such Initial Purchaser, a like principal amount -------- of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities Notes (the “"Private Exchange Securities”Notes"). ---------------------- The Exchange Securities Notes and the Private Exchange Securities Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and whichthat, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), TIA or is exempt from such qualification and shall provide that the Exchange Securities Notes shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that the Exchange SecuritiesNotes, the Private Exchange Securities Notes and the Securities Notes shall vote and consent together on all matters as one class and that none of the Exchange SecuritiesNotes, the Private Exchange Securities Notes or the Securities Notes will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities Notes shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities Notes bear the same CUSIP number as the Exchange SecuritiesNotes. Neither the The Company nor any of the Guarantors shall not have any liability under this Agreement solely as a result of such Private Exchange Securities Notes not bearing the same CUSIP number as the Exchange SecuritiesNotes. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and (iii) all governmental approvals shall have been obtained, which approvals the Company deems necessary for the consummation of the Exchange Offer or Private Exchange. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Transfer Restricted Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be that is an exhibit thereto; (ii) accept for exchange all Securities Notes properly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes or portions thereof so accepted for exchange; and (iv) exchange by the Company, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Note or Private Exchange SecuritiesNote, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of Transfer Restricted Notes surrendered by such Holder so and accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from To the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall extent not be subject to prohibited by any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering Company shall use its best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of Registrable the Securities shall be Act, the Exchange Act and other applicable laws in accordance connection with the Exchange Offer and the Private Exchange, (iii) that each Offer. Each Holder of Registrable Securities exchanged Transfer Restricted Notes who wishes to exchange such Transfer Restricted Notes for Exchange Notes in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Company within the meaning of Rule 405 under the Securities Act, that any Exchange Securities Notes to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeNotes. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis ------- mutandis, solely with respect to Transfer Restricted Notes that are Private -------- Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Transfer Restricted Notes (other than Private Exchange Notes) pursuant to Section 2(b) hereof.

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable SEC policy, the Issuer shall, for the benefit of the Holders, Holders and at the CompanyIssuer’s and the Guarantors’ cost, use their commercially reasonable efforts to cost (Ai) prepare and file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuer to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities)Notes, of if issued) for a like principal amount of Exchange Securities, (Bii) use its reasonable best efforts to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC, (Ciii) keep the Exchange Offer use its reasonable best efforts to have such Registration Statement remain effective until the closing of the Exchange Offer Offer, and (Div) cause commence the Exchange Offer and use its reasonable best efforts to be consummated consummate the Exchange Offer and issue Exchange Securities in exchange for all Registrable Securities (other than the Private Exchange Notes, if issued) properly tendered prior thereto in the Exchange Offer not later than 270 440 days following after the Closing Date. The Exchange Securities will be issued under Time (or if the Indenture440th day is not a Business Day, the first Business Day thereafter). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuer shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities (other than Private Exchange Notes, if issued) for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuer within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuer or an affiliate of the Issuer for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing “distributing” (within the meaning of the Securities Act) the Exchange Securities), and has made representations to the Company to that effect) to transfer with such Exchange Securities Securities, from and after their receipt without any receipt, having no limitations or restrictions on their transfer under the 1933 Securities Act and under state securities or “blue sky sky” laws. In connection with the Exchange Offer, the Company and the Guarantors Issuer shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act deliver to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”); (ciii) utilize the services of the Depositary Trustee for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing such Holder’s election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, the an Initial Purchasers hold Purchaser holds any Securities acquired by them it and having such Securities have the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuer shall, upon the request of any such Initial Purchaser shallPurchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) (i) for the Securities 2022 Senior Notes held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the 2022 Exchange Securities Notes (the “2022 Private Exchange Notes”), (ii) for the 2024 Senior Notes held by such Initial Purchaser, a like principal amount of debt securities of the Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the 2024 Exchange Notes (the “2024 Private Exchange Notes”), (iii) for the 2029 Senior Notes held by such Initial Purchaser, a like principal amount of debt securities of the Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the 2029 Exchange Notes (the “2029 Private Exchange Notes”), (iv) for the 2039 Senior Notes held by such Initial Purchaser, a like principal amount of debt securities of the Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the 2039 Exchange Notes (the “2039 Private Exchange Notes”), and (v) for the 2049 Senior Notes held by such Initial Purchaser, a like principal amount of debt securities of the Issuer that are identical (except that such securities shall bear appropriate transfer restrictions) to the 2049 Exchange Notes (the “2049 Private Exchange Notes” and together with the 2022 Private Exchange Notes, 2024 Private Exchange Notes, 2029 Private Exchange Notes and the 2039 Private Exchange Notes, the “Private Exchange SecuritiesNotes”). The Exchange Securities and the Private Exchange Securities Notes, if any, shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matterIndenture. The Private Exchange Securities Notes shall be of the same series as as, and the Company and the Guarantors Issuer shall use all commercially its reasonable best efforts to have the Private Exchange Securities Notes bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the applicable Exchange Securities. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuer shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit theretoOffer; (ii) accept for exchange all Securities properly duly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuer, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Note or Private Exchange SecuritiesNote, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuer shall use its reasonable best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each . Each Holder of Registrable Securities exchanged (other than Private Exchange Notes, if issued) who wishes to exchange such Registrable Securities (other than Private Exchange Notes, if issued) for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors Issuer shall inform the Initial Purchasers Purchasers, after consultation with the Trustee and the Initial Purchasers, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Notes, if issued, and Exchange Securities held by Participating Broker-Dealers, and the Issuer shall have no further obligation to register Registrable Securities (other than Private Exchange Notes, if issued) pursuant to Section 2(b) hereof.

Exchange Offer. The Company and the Guarantors shall, for the benefit of the Holders, at the Company’s and the Guarantors’ 's cost, use their commercially reasonable efforts to (Ai) prepare and unless the Exchange Offer would not be permitted by applicable law or SEC policy, file with the SEC within 60 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Company to the Holders, in Holders to exchange for all of the Registrable Securities Transfer Restricted Notes (other than Private Exchange SecuritiesNotes (as defined below), of ) for a like principal amount at maturity of Exchange SecuritiesNotes, (Bii) unless the Exchange Offer would not be permitted by applicable law or SEC policy, use its best efforts to cause the have such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than 150 days after the Closing Time (the "Target Effectiveness Date"), (Ciii) keep the Exchange Offer have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause unless the Exchange Offer would not be permitted by applicable law or SEC policy, commence the Exchange Offer and use its best efforts to be consummated not later than 270 days following issue, on or prior to the Closing Date. The 30th Business Day after the date on which the Exchange Securities will be issued under Offer Registration Statement was declared effective by the IndentureSEC, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities Transfer Restricted Notes acquired directly from the Company for its own account, (c) acquired acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, Notes) and has made representations to the Company to that effect) to transfer such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities Notes exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, Offer the Initial Purchasers hold any Securities Notes acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities Notes in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities Notes held by such Initial Purchaser, a like principal amount at maturity of debt securities of the Company, guaranteed by the Guarantors on a senior subordinated basis, Company that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities Notes (the “"Private Exchange Securities”Notes"). The Exchange Securities Notes and the Private Exchange Securities Notes shall be issued under (i) the Indenture or (ii) an indenture identical in to all material respects to the Indenture and whichthat, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), TIA or is exempt from such qualification and shall provide that the Exchange Securities Notes shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that the Exchange SecuritiesNotes, the Private Exchange Securities Notes and the Securities Notes shall vote and consent together on all matters as one class and that none of the Exchange SecuritiesNotes, the Private Exchange Securities Notes or the Securities Notes will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities Notes shall be of the same series as and the Company and the Guarantors shall use all commercially reasonable efforts to have the Private Exchange Securities Notes bear the same CUSIP number as the Exchange SecuritiesNotes. Neither the The Company nor any of the Guarantors shall not have any liability under this Agreement solely as a result of such Private Exchange Securities Notes not bearing the same CUSIP number as the Exchange SecuritiesNotes. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Company and (iii) all governmental approvals shall have been obtained, which approvals the Company deems necessary for the consummation of the Exchange Offer or Private Exchange. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly Transfer Restricted Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be that is an exhibit thereto; (ii) accept for exchange all Securities Notes properly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes or portions thereof so accepted for exchange; and (iv) exchange by the Company, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Note or Private Exchange SecuritiesNote, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal at maturity to the principal amount at maturity of the Registrable Securities of Transfer Restricted Notes surrendered by such Holder so and accepted for exchange. Interest on each Exchange Security and Private Exchange Security will accrue from To the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall extent not be subject to prohibited by any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering Company shall use its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of Registrable the Securities shall be Act, the Exchange Act and other applicable laws in accordance connection with the Exchange Offer and the Private Exchange, (iii) that each Offer. Each Holder of Registrable Securities exchanged Transfer Restricted Notes who wishes to exchange such Transfer Restricted Notes for Exchange Notes in the Exchange Offer shall have represented that all will be required to make certain customary representations in connection therewith, including representations that: (1) any Exchange Securities Notes to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer business; (2) it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Notes; (3) it is not an "affiliate" of the Company, as defined in Rule 405 of the Securities Act, or if it is an affiliate of the Company, it will comply with the registration and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render prospectus delivery requirements of the use of Form S-4 or other appropriate form under the 1933 Securities Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of extent applicable; and (4) it is not a broker-dealer tendering notes which it acquired directly from the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchangefor its own account. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Notes that are Private Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register Transfer Restricted Notes (other than Private Exchange Notes) pursuant to Section 2(b) hereof.

Exchange Offer. The Company Except as set forth in Section 2(b) below, Peoples and the Guarantors Trust shall, for the benefit of the Holders, at the Company’s and the Guarantors’ cost, use their commercially reasonable efforts (i) cause to (A) prepare and file be filed with the SEC within 150 days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and the issuance and delivery relating to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange SecuritiesOffer, (Bii) to cause the such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 210 days after the Issue Date, and (Ciii) keep the such Exchange Offer Registration Statement effective until for not less than 30 calendar days (or longer if required by applicable law) after the closing date notice of the Exchange Offer and (D) cause is mailed to the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the IndentureHolders. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Peoples and the Guarantors Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for a like principal amount of Exchange Debentures or a like liquidation amount of Exchange Capital Securities, together with the Exchange Capital Securities Guarantee, as applicable (assuming that such Holder (ai) is not an affiliate Affiliate of the Company within the meaning of Rule 405 under the 1933 ActTrust or Peoples, (bii) is not a broker-dealer tendering Registrable Securities acquired directly from the Company Peoples for its own account, (ciii) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (div) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities, and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky lawslaws (other than requiring minimum transfers in blocks having an aggregate principal or liquidation amount, as the case may be, of $100,000). In connection with the Exchange Offer, the Company Peoples and the Guarantors Trust shall: (ai) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bii) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (ciii) utilize the services of the Depositary for the Exchange Offer; (div) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (ev) notify each Holder that any Registrable Security not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interestinterest or accumulate distributions, as the case may be, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and (fvi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. If, prior If the Initial Purchaser determines upon advice of its counsel that it is not eligible to consummation of participate in the Exchange Offer, Offer with respect to the Initial Purchasers hold exchange of Securities constituting any Securities acquired by them and having the status portion of an unsold allotment in the initial distribution, the Company as soon as practicable upon receipt by Peoples and the Guarantors upon Trust of a written request from such Initial Purchaser, Peoples and the request of any Initial Purchaser shallTrust, simultaneously with the delivery of the Exchange Securities in the Exchange Offeras applicable, shall issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like liquidation amount of Capital Securities of the Trust or, in the event the Trust is liquidated and Subordinated Debentures are distributed, a like principal amount of debt securities the Subordinated Debentures of Peoples, together with the CompanyExchange Capital Securities Guarantee, guaranteed by the Guarantors on a senior subordinated basis, in each case that are identical (except that such securities shall may bear appropriate a customary legend with respect to restrictions on transfer restrictionspursuant to the Securities Act) to the Exchange Securities (the “"Private Exchange Securities”). The Exchange Securities ") and the Private Exchange Securities shall be which are issued under (i) the Indenture or (ii) an indenture identical in all material respects pursuant to the Indenture and whichIndenture, in either case, has been qualified under the Trust Indenture Act of 1939, as amended Declaration or the Guarantee (the “TIA”), or is exempt from such qualification and shall provide which provides that the Exchange Securities shall will not be subject to the transfer restrictions set forth in the Indenture but that or the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture Declaration, as applicable) (other than requiring minimum transfers in blocks having an aggregate principal or such indenture shall provide liquidation amount, as the case may be, of $100,000), and that the Exchange Securities, the Private Exchange Securities and the Securities shall will vote and consent together on all matters as one class and that none of neither the Exchange Securities, the Private Exchange Securities or nor the Securities will have the right to vote or consent as a separate class on any matter). The Private Exchange Securities shall be of the same series as the Exchange Securities and Peoples and the Company and Trust will seek to cause the Guarantors shall use all commercially reasonable efforts CUSIP Service Bureau to have issue the same CUSIP Numbers for the Private Exchange Securities bear the same CUSIP number as for the Exchange Securities. Neither the Company nor any of the Guarantors shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as issued pursuant to the Exchange SecuritiesOffer. As soon as practicable after the close of the Exchange Offer and/or and, if applicable, the Private Exchange, Peoples and the Trust, as the case may berequires, the Company and the Guarantors shall: (i) accept for exchange all Registrable Securities duly or portions thereof tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to or the Private Exchange; (iiiii) deliver, or cause to be delivered, to the applicable Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchangeexchange by Peoples or the Trust; and (iviii) issue, and cause the applicable Trustee under the Indenture, the Declaration or the Guarantee, as applicable, to promptly to authenticate and deliver to each Holder, new Exchange Securities or Private Exchange Securities, as the case may beapplicable, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Subordinated Debentures or equal in liquidation amount to the liquidation amount of the Capital Securities of (together with the guarantee thereof) as are surrendered by such Holder so accepted for exchangeHolder. Interest Distributions on each Exchange Capital Security and Private Exchange Security and interest on each Exchange Debenture issued pursuant to the Exchange Offer and in the Private Exchange will accrue from the last date on which a Distribution or interest was paid on the Registrable Securities Capital Security or the Subordinated Debenture surrendered in exchange therefor or, if no Distribution or interest has been paid on the Registrable Securitiessuch Capital Security or Subordinated Debenture, from the date Issue Date. To the extent not prohibited by any law or applicable interpretation of original issuancethe staff of the SEC, Peoples and the Trust shall use their reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC. Each Holder of Registrable Securities who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder of Capital Securities, representations that (i) it is not an Affiliate of the Trust or Peoples, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be were acquired in the ordinary course of its business and that (iii) at the time of the consummation of the Exchange Offer Offer, it shall have has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s Capital Securities. Peoples and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private Exchange. The Company and the Guarantors Trust shall inform the Initial Purchasers Purchaser, after consultation with the applicable Trustees, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and Peoples and the Trust shall have no further obligation to register the Registrable Securities (other than Private Exchange Securities held by any Holder pursuant to Section 2(b) of this Agreement).

Exchange Offer. The Company and To the Guarantors extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers shall, for the benefit of the Holders, at the Company’s and the Guarantors’ Issuers' cost, use their commercially reasonable best efforts to (Ai) prepare and file cause to be filed with the SEC within 45 days after the Closing Time an Exchange Offer Registration Statement on an appropriate form under the 1933 Securities Act with respect to a proposed Exchange Offer and covering the issuance and delivery offer by the Issuers to the Holders, in Holders to exchange for all of the Registrable Securities (other than Private Exchange Securities), of ) for a like principal amount of Exchange Securities, (Bii) to cause the have such Exchange Offer Registration Statement to be declared effective under the 1933 ActSecurities Act by the SEC not later than the date which is 120 days after the Closing Time, (Ciii) keep the Exchange Offer have such Registration Statement remain effective until the closing of the Exchange Offer and (Div) cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The effectiveness of the Exchange Offer Registration Statement and use its best efforts to issue, on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, Exchange Securities will be issued under in exchange for all Securities properly tendered prior thereto in the IndentureExchange Offer. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act, (b) Securities Act and is not a broker-dealer tendering Registrable Securities acquired directly from the Company Issuers for its own account, (c) acquired acquires the Exchange Securities in the ordinary course of such Holder’s 's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing (within the meaning of the Securities Act) the Exchange Securities, ) and has made representations to the Company to that effect) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company and the Guarantors Issuers shall: (aI) mail as promptly as practicable after the Exchange Offer Registration Statement has been declared effective under the 1933 Act to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (bII) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days 20 Business Days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “"Exchange Period”"); (cIII) utilize the services of the Depositary for the Exchange Offer; (dIV) permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern Standard Time)the close of business, New York time, on the last business day Business Day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s his election to have such Registrable Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (fV) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, prior to consummation of the Exchange Offer, Offer the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors Issuers upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “"Private Exchange”") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company, guaranteed Guaranteed by the Subsidiary Guarantors on a senior subordinated basis, that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the “"Private Exchange Securities”"). The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in to all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), TIA or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictionsIndenture. The Indenture or such indenture shall provide that 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 will have the right to vote or consent as a separate class on any matter. The Private Exchange Securities shall be of the same series as and the Company and the Guarantors Issuers shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities. Neither the Company nor any of the Guarantors its Subsidiaries shall have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuer to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing action or proceeding with respect to the Issuer and (iii) all governmental approvals shall have been obtained, which approvals the Issuer deems necessary for the consummation of the Exchange Offer or Private Exchange. As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company and the Guarantors Issuers shall: (i) accept for exchange all Registrable Securities duly or portions thereof properly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be is an exhibit thereto; (ii) accept for exchange all Securities properly tendered pursuant to the Private Exchange;; and (iii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange; and (iv) exchange by the Issuers, and issue, and cause the Trustee under the Indenture to promptly to authenticate and deliver to each Holder, a new Exchange Securities Security or Private Exchange SecuritiesSecurity, as the case may be, to each Holder of Registrable Securities so accepted for exchange equal in a principal amount equal to the principal amount of the Registrable Securities of surrendered by such Holder so and accepted for exchange. Interest on each To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Issuers shall use their best efforts to complete the Exchange Security Offer as provided above, and Private shall comply with the applicable requirements of the Securities Act, the Exchange Security will accrue from Act and other applicable laws in connection with the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuanceExchange Offer. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that those set forth in the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities shall be in accordance with the Exchange Offer and the Private Exchange, (iii) that each immediately preceding paragraph. Each Holder of Registrable Securities exchanged who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to make certain customary representations in connection therewith, including representations that all such Holder is not an affiliate of the Issuers within the meaning of Rule 405 under the Securities Act, that any Exchange Securities to be received by it shall will be acquired in the ordinary course of its business and that at the time of the consummation commencement of the Exchange Offer it shall have has no arrangement or understanding with any person Person to participate in the distribution (within the meaning of the 0000 XxxSecurities Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company’s and the Guarantors’ judgment, would reasonably be expected to impair the ability of the Company and the Guarantors to proceed with the Exchange Offer or the Private ExchangeSecurities. The Company and the Guarantors Issuers shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Securities that are Private Exchange Securities and Exchange Securities held by Participating Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities (other than Private Exchange Securities) pursuant to Section 2(b) hereof.