Common use of Participation of Broker-Dealers in Exchange Offer Clause in Contracts

Participation of Broker-Dealers in Exchange Offer. The Company and the Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement that any broker-dealer who holds Registrable Securities that it acquired for its own account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with any resales of the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Participating Broker-Dealers that the SEC may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to the extent required by the SEC. In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor agree (i) to include in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time during such 180 day period in order to facilitate such resales.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff has taken the Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities. The Company understands that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that to satisfy their prospectus delivery obligation under the SEC may require Securities Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and agrees to amend or supplement the Guarantor agree (i) to include Prospectus contained in the Exchange Offer Registration Statement a Prospectus for use in any resales Statement, as would otherwise be contemplated by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective Section 3(j), for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement)Date, if requested by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and , in order to expedite or facilitate the Guarantor shall provide sufficient copies disposition of the latest version of such Prospectus to any Exchange Securities by Participating Broker-Dealers promptly upon request at any time consistent with the positions of the Staff recited in Section 6(a) above. The Company further agrees that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such 180 day period in order connection with the resales contemplated by this Section 6. (c) TIAA shall have no liability to facilitate such resalesthe Company, other than as Holders in accordance with the terms hereof, or any Holder with respect to any request that they may make pursuant to Section 6(b) above. 7.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff of the Guarantor shall indicate in a "Plan of Distribution" section contained in SEC has taken the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however), a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must, therefore, must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales resale of such Exchange Securities. The Company understands that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that to satisfy their prospectus delivery obligation under the SEC may require 1933 Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and agrees that the Guarantor agree (i) provisions of this Agreement as they relate to include in the a Shelf Registration shall also apply to an Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement)extent, if and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers Placement Agents or by one or more Participating Broker-Dealers. The Company and , in each case as provided in clause (ii) below, in order to expedite or facilitate the Guarantor shall provide sufficient copies disposition of the latest version of such Prospectus to any Exchange Securities by Participating Broker-Dealers promptly upon request at any time during such 180 day period consistent with the positions of the Staff recited in order to facilitate such resales.Section 4(a) above; provided that:

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff has taken the Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "“Participating Broker-Dealer"”) may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities. The Company and the Exchange Securities received by a Participating Broker-Dealer in Guarantors understand that it is the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that (or, to the SEC may require extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor Guarantors agree (i) to include amend or supplement the Prospectus contained in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 3(d) of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Guarantors further agree that Participating Broker-Dealers promptly upon request at any time shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such 180 day period (but not thereafter) in order connection with the resales contemplated by this Section 4. (c) The Initial Purchasers shall have no liability to facilitate such resalesthe Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 5.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff of the Guarantor shall indicate in a "Plan of Distribution" section contained in SEC has taken the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "“Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however”), a Participating Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities 1933 Act and must, therefore, must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales resale of such Exchange Securities. The Company understands that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that to satisfy their prospectus delivery obligation under the SEC may require 1933 Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and agrees that the Guarantor agree (i) provisions of this Agreement as they relate to include in the a Shelf Registration shall also apply to an Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement)extent, if and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time during such 180 day period , in each case as provided in clause (ii) below, in order to expedite or facilitate such resales.the disposition of any Exchange Securities by Participating Broker- Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Company shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(j), for a period exceeding 180 days after the last Exchange

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff of the Guarantor shall indicate in a "Plan of Distribution" section contained in SEC has taken the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities in the Exchange Offer in exchange for Securities that it were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however), a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must, therefore, must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales resale of such Exchange Securities. The Company understands that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that to satisfy their prospectus delivery obligation under the SEC may require 1933 Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the 1933 Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be reasonably requested by the Guarantor agree Representative or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Company shall not be required to include amend or supplement the Prospectus contained in the Exchange Offer Registration Statement a Prospectus for use in any resales Statement, as would otherwise be contemplated by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective Section 3(i), for a period of up to exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 3 of this Agreement), if requested ) and Participating Broker-Dealers shall not be authorized by the Initial Purchasers Company to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Company by the Representative or with the reasonable request in writing to the Company by one or more broker-dealers who certify to the Representative and the Company in writing that they anticipate that they will be Participating Broker-Dealers. The Company ; and the Guarantor shall provide sufficient copies provided further that, in connection with such application of the latest version of such Prospectus Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers promptly upon Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees and exxxxxxx xx xxxx one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" or similar letter relating to the Company (plus only one, if any, "cold comfort" or similar letter with respect to any other Person or businesses whose financial statements are included or incorporated or deemed to be incorporated by reference in the Exchange Offer Registration Statement) with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. (c) The Representative shall have no liability to the Company or any Holder with respect to any request at any time during such 180 day period in order that it may make pursuant to facilitate such resalesSection 4(b) above. 5.

Participation of Broker-Dealers in Exchange Offer. (a) The Company Issuer and the Guarantor shall indicate in a "Plan of Distribution" section contained agree to (i) include in the Exchange Offer Registration Statement a “Plan of Distribution” section covering the use of the related Prospectus by broker-dealers who receive Exchange Securities pursuant to the Exchange Offer in exchange for Entitled Securities acquired for their own account as a result of market-making or other trading activities (“Participating Broker-Dealers”) for the resale of such Exchange Securities and a statement to the effect that any such Participating Broker-Dealer who wishes to use such Prospectus in connection with the resale of Exchange Securities will be required to notify the Company to that effect prior to the 30th day after the consummation of the Exchange Offer, together with instructions for giving such notice (each Participating Broker-Dealer who gives notice to the Company as aforesaid being hereinafter called a “Notifying Broker-Dealer”), (ii) furnish to each Notifying Broker-Dealer, without charge, as many copies of the related Prospectus, and any amendment, or supplement, thereto, as such broker-dealer may reasonably request, (iii) include in the Exchange Offer Registration Statement a statement to the effect that any Participating Broker-Dealer who holds Registrable receives Exchange Securities pursuant to the Exchange Offer in exchange for Securities that it were acquired for its own account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale or other transfer of such Exchange Securities, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to substantially the following effect (unless otherwise required by applicable law or regulation or by position or comment of the Staff): “If the undersigned is a broker-dealer that will receive Exchange Securities received for its own account in exchange for Entitled Securities, it represents that the Entitled Securities to be exchanged for Exchange Securities were acquired by it for its own account as a Participating result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.” The Issuer and the Guarantor consent to the use of such Prospectus and any related Issuer Free Writing Prospectus and any amendments and supplements thereto by each Notifying Broker-Dealer in connection with the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Participating Broker-Dealers that the SEC may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer sale or disclose the amount transfer of Exchange Securities held by any Participating Broker-Dealer except to the extent required by the SEC. In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor agree (i) to include in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time during such 180 day period in order to facilitate such resalesSecurities.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff has taken the Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "“Participating Broker-Dealer"”) may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities. The Issuers and the Exchange Securities received by a Participating Broker-Dealer in Guarantor understand that it is the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that (or, to the SEC may require extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreementsubject to section 3(d), the Company Issuers and the Guarantor agree (i) to include amend or supplement the Prospectus contained in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 90 days after the last Exchange Date (as such period may be extended pursuant Date, in order to expedite or facilitate the penultimate paragraph disposition of Section 4 of this Agreement), if requested any Exchange Securities by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time consistent with the positions of the Staff recited in Section 4(a) above. The Issuers and the Guarantor further agree that Participating Broker-Dealers shall be authorized, subject to Section 3(d), to deliver such Prospectus (or, to the extent permitted by law, make available) during such 180 day period in order to facilitate such resalesconnection with the resales contemplated by this Section 4.

Participation of Broker-Dealers in Exchange Offer. The Company and the Guarantor shall indicate in a "Plan of Distribution" section contained (a) If any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer Registration Statement in exchange for Securities that any were acquired by such broker-dealer who holds Registrable Securities that it acquired for its own account as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities, the Company and the Guarantors agree to use commercially reasonable efforts to keep the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Offer Registration Statement effective and to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan , if requested by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of Distribution" section shall also contain all other information with respect to such resales any Exchange Securities by Participating Broker-Dealers that consistent with the SEC may require positions of the Staff recited in order to permit such resales pursuant theretoSection 6(a) above, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose for the amount of Exchange Securities held by any Participating Broker-Dealer except period equal to the extent required by the SEC. In light lesser of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor agree (i) to include in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement), if requested by ) and (ii) the Initial Purchasers or by one or more date on which all such Participating Broker-DealersDealers have sold all such Exchange Securities held by them. Each such Participating Broker-Dealer agrees to promptly notify the Company when all such Exchange Securities have been sold by such Participating Broker-Dealer. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Guarantors further agree that Participating Broker-Dealers promptly upon request at any time shall be authorized to deliver such Prospectus during such 180 day period in order to facilitate such resalesconnection with the resales contemplated by this Section 6.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff of the Guarantor shall indicate in a "Plan of Distribution" section contained in SEC has taken the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "Participating Broker-Dealer") may exchange such Registrable Securities pursuant to the Exchange Offer; however), a Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities 1933 Act and must, therefore, must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resales resale of such Exchange Securities. The Company understands that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that to satisfy their prospectus delivery obligation under the SEC may require 1933 Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SEC. In light requirements of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantor agree (i) 1933 Act. Each broker-dealer that receives Exchange Securities for its own account pursuant to include in the Exchange Offer Registration Statement must acknowledge that it will deliver a Prospectus for use in connection with any resales by any Participating Broker-Dealer and (ii) to keep resale of such Exchange Offer Registration Statement effective for Securities as long as required by law to do so. By so acknowledging and by delivering a period Prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of up to 180 days after the last Exchange Date (1933 Act. The Prospectus, as such period it may be extended pursuant amended or supplemented from time to the penultimate paragraph time, may be used by a broker-dealer in connection with resales of Section 4 Exchange Securities received in exchange for Notes where such Exchange Securities were acquired for its own account by such broker-dealer as a result of this Agreement), if requested by the Initial Purchasers market-making activities or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time during such 180 day period in order to facilitate such resalesother trading activities.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and Staff has taken the Guarantor shall indicate in a "Plan of Distribution" section contained in the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "“Participating Broker-Dealer"”) may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities. The Operating Partnership and the Exchange Securities received by a Participating Broker-Dealer in Guarantors understand that it is the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that (or, to the SEC may require extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company Operating Partnership and the Guarantor Guarantors, upon request, agree (i) to include amend or supplement the Prospectus contained in the Exchange Offer Registration Statement a Prospectus for use in any resales by any Participating Broker-Dealer and (ii) to keep such Exchange Offer Registration Statement effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 4 of this Agreement3(d) hereof), if requested in order to expedite or facilitate the disposition of any Exchange Securities by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and the Guarantor shall provide sufficient copies of the latest version of such Prospectus to Participating Broker-Dealers promptly upon request at any time consistent with the positions of the Staff recited in Section 4(a) above. The Operating Partnership and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such 180 day period in order connection with the resales contemplated by this Section 4. (c) The Initial Purchasers shall have no liability to facilitate such resalesthe Operating Partnership, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof. 5.

Participation of Broker-Dealers in Exchange Offer. (a) The Company and has been advised that the Guarantor shall indicate in a "Plan of Distribution" section contained in Staff has taken the Exchange Offer Registration Statement position that any broker-dealer who holds Registrable that receives Exchange Securities that it acquired for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making activities or other trading activities (other than Registrable Securities acquired directly from the Company) (a "“Participating Broker-Dealer"”) may exchange such Registrable Securities pursuant to the Exchange Offer; however, a Participating Broker-Dealer may be deemed to be an "“underwriter" ” within the meaning of the Securities Act and must, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales resale of such Exchange Securities. The Company has been advised that it is the Exchange Securities received by a Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by a Participating Broker-Dealer of Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan Statement includes a plan of Distribution" section shall also contain all other information with respect distribution containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the Exchange Securities, without naming the Participating Broker- Dealers or specifying the amount of Exchange Securities owned by them, such resales Prospectus may be delivered by Participating Broker-Dealers that (or, to the SEC may require extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in order to permit such connection with resales pursuant thereto, but such "Plan of Distribution" shall not name any Participating Broker-Dealer or disclose the amount of Exchange Securities held by any Participating Broker-Dealer except to for their own accounts, so long as the extent required by Prospectus otherwise meets the SECrequirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and agrees, if so requested by one or more Holders who is a Participating Broker-Dealer, to use its reasonable best efforts to cause the Guarantor agree (i) to include Prospectus contained in the Exchange Offer Registration Statement to be amended or supplemented for a Prospectus for use in any resales by any Participating Broker-Dealer and period ending on the earlier of (iii) to keep such 180 days after the date the Exchange Offer Registration Statement becomes effective for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) hereof) and (ii) the penultimate paragraph date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market making or other trading activities, in each case to the extent necessary to ensure that the Exchange Offer Registration Statement is available for resale of Section 4 of this Agreement), if requested the Registrable Securities acquired by the Initial Purchasers or by one or more Participating Broker-Dealers. The Company and further consents to the Guarantor shall provide sufficient copies delivery of (or, to the latest version of extent permitted by law, agree to make available) such Prospectus to by Participating Broker-Dealers promptly upon request at any time during such 180 day period in order connection with the resales contemplated by this Section 4. (c) The Initial Purchasers shall have no liability to facilitate such resalesthe Company or any Holder with respect to any request that a Holder may make pursuant to Section 4(b) hereof. 5.